The UK Corporate Governance Code requires that the division of responsibilities between the Chairman and Chief Executive should be clearly established in writing and agreed by the Board.
We agree with this approach but note two reservations. First, the nature of the relationship between Chairman and Chief Executive is almost invariably more important than the definition of their respective roles. The relationship needs to be characterised by openness and integrity. Secondly, undue formalisation of roles cannot take unforeseen circumstances into account and therefore a general framework of principles seems preferable to excessive prescription. Accordingly, the following description, whilst setting out a clear division of responsibilities, is not intended to provide a definitive list of their individual responsibilities.
The Chairman is responsible for leadership of the Board. In particular, he will:
- Ensure effective operation of the Board and its committees in conformity with the highest standards of corporate governance.
- Ensure effective communication with shareholders, host governments and other relevant constituencies and that the views of these groups are understood by the Board.
- Set the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making.
- Chair the Nominations Committee and build an effective and complementary Board, initiating change and planning succession on Board and Group Executive appointments.
- Ensure that all Board committees are properly established, composed and operated.
- Ensure comprehensive induction programmes for new directors and updates for all directors as and when necessary.
- Support the Chief Executive in the development of strategy and, more broadly, to support and advise the Chief Executive.
- Maintain access to senior management as is necessary and useful, but not intrude on the Chief Executive's responsibilities.
- Promote effective relationships and communications between non-executive directors and members of the Group Executive Committee.
- Ensure that the performance of the Board, its main committees and individual directors is formally evaluated on an annual basis.
- Establish a harmonious and open relationship with the Chief Executive.
The Chief Executive is responsible for leadership of the business and managing it within the authorities delegated by the Board. In particular, he will:
- Develop strategy proposals for recommendation to the Board and ensure that agreed strategies are reflected in the business.
- Develop annual plans, consistent with agreed strategies, for presentation to the Board for support.
- Plan human resourcing to ensure that the Company has the capabilities and resources required to achieve its plans.
- Develop an organisational structure and establish processes and systems to ensure the efficient organisation of resources.
- Be responsible to the Board for the performance of the business consistent with agreed plans, strategies and policies.
- Lead the executive team, including the development of performance contracts and appraisals.
- Ensure that financial results, business strategies and, where appropriate, targets and milestones are communicated to the investment community.
- Develop and promote effective communication with shareholders and other relevant constituencies.
- Ensure that business performance is consistent with the Business Principles.
- Ensure that robust management succession and management development plans are in place and presented to the Board from time to time.
- Develop processes and structures to ensure that capital investment proposals are reviewed thoroughly, that associated risks are identified and appropriate steps taken to manage the risks.
- Develop and maintain an effective framework of internal controls over risk in relation to all business activities including the Group's trading activities.
- Ensure that the flow of information to the Board is accurate, timely and clear.
- Establish a close relationship of trust with the Chairman, reporting key developments to him in a timely manner and seeking advice and support as appropriate.
The Chairman and Chief Executive will meet regularly to review issues, opportunities and problems.