Corporate Governance

Board Leadership Roles and Responsibilities

THE BOARD

  • Determines and develops the strategy for the business
  • Provides entrepreneurial leadership
  • Ensures the Company is adequately resourced to meet its strategic objectives
  • Sets the values, standards and controls necessary for risk to be effectively assessed and managed
  • Ensures the Company meets its obligations to its stakeholders
  • Meets on a quarterly basis, with additional meetings convened at interim times as required

CHAIRMAN

Rui de Sousa

  • Responsibilities are clearly established, set out in writing and agreed by the Board
  • A role distinctly separate from that of the Chief Executive Officer
  • Responsible, jointly with the Chief Executive, for the leadership of the Company and for promoting the highest standards of integrity and probity
  • Responsibility for the leadership of the Board
  • Leads constructive challenge of the Executives’ strategy through open and probing discussion
  • Meets with the NEDs without the Executives present, at least annually
  • Responsibility for ensuring
    • The Board is effective in all aspects of its role
    • The Board agenda is set with adequate discussion time applied
    • The NEDs are fully apprised of all the aspects of the business
    • The Boardroom culture is one of openness and debate
    • The effective contribution by the NEDs is adequately facilitated
    • There are constructive relationships between the Executives and the NEDs

CHIEF EXECUTIVE OFFICER

Ed Story

  • Responsibilities are clearly established, set out in writing and agreed by the Board
  • A role distinctly separate from that of the Chairman
  • Responsibility, jointly with the Chairman, for the leadership of the Company and for promoting the highest standards of integrity and probity
  • Responsibility for
    • Leading the Executives and Management Team
    • Ensuring management’s effectiveness in running the business and implementing strategy and policy

EXECUTIVE DIRECTORS

Ed Story, Jann Brown, Dr. Mike Watts

  • The division of responsibilities between the Executives is set by the Board. The Executives are responsible for:
    • The implementation of the Board’s agreed strategy through the development of an appropriate business plan and for implementing decisions approved by the Board in accordance with their relevant authority
    • Leadership of the senior managers in the day-to-day running of the Group’s business, managing the Group’s risk programmes including the environmental, health, safety and social performance of the business
    • Ensuring the Company has adequate financial and human resources to implement its objectives
  • Reporting the Group’s performance and strategic direction to the Board and for providing accurate, timely and clear information to enable the Board to make sound decisions

NON-EXECUTIVE DIRECTORS

Rob Gray, António Monteiro, Olivier Barbaroux, Ettore Contini

  • A supervisory role that contributes to the development of strategy by
    • Constructive challenge, probing and debate
    • Review and analysis drawn from their particular skill set, experience and knowledge
    • Scrutiny of the performance of management in meeting their agreed goals and objectives
  • As members of the Board’s principal Committees, responsibility for
    • Ensuring the integrity of financial information
    • Ensuring that financial controls and systems of risk management are effective, adequate, robust and defensible
    • Determining the Executive’s remuneration
    • The appointment and removal of Directors and setting out of the Board’s approach to succession planning
  • Ensuring possession of sufficient information for the discharge of duties – this may be achieved through dialogue with management, training and consultation with independent professional advisors, as required.

DEPUTY CHAIRMAN AND SENIOR INDEPENDENT DIRECTOR

Rob Gray

  • An independent leadership role to the Board
  • Is available to the Chairman to discuss and develop ideas to maximise the Board’s effectiveness
  • Serves as an intermediary to other Directors, if required, to ensure that each individual’s views are fully considered in reaching unitary consensus on Board matters
  • Meets at least annually with the other NEDs, without the Chairman present Facilitates discussion including the appraisal of the Board’s effectiveness and performance of the Chairman
  • Is available to shareholders, as described more fully under Relations with Shareholders on page 63 of the 2018 Annual Report and Accounts.

COMPANY SECRETARY

Tony Hunter

  • The Company Secretary is appointed by the Board
  • Responsibility for facilitating the communications and processes of the Board, both within the Board and its committees and with management, in compliance with Board procedures and governance guidelines
  • Facilitates the induction programme for new Directors upon their appointment. This is tailored to the new Director’s individual qualifications and experience
  • Provides advice through the Chairman as may be required in the ongoing discharge of the Directors’ duties, including ensuring that the Company provides the necessary resources for access to independent advice and any individual professional training and development needs agreed with each Director
  • Ensures that briefing sessions are provided in the course of regular Board meetings and Committee meetings on relevant issues as deemed appropriate, including in relation to corporate governance and social responsibility as well as new and evolving statutory and other compliance matters when deemed appropriate.

BOARD COMMITTEES

The Audit & Risk Committee – Rob Gray (Chair), António Monteiro

  • Members are independent Directors
  • Responsibility for the integrity of the financial statements and narrative reporting, including annual and half year reports; adequacy and effectiveness of the internal financial controls and internal controls and risk management systems, and relationship with the external auditor

The Remuneration Committee – António Monteiro (Chair), Rob Gray

  • Members are independent Directors
  • Responsibility for the design, development and implementation of the Company’s remuneration policy

The Nominations Committee – Rui de Sousa (Chair), Ed Story, Rob Gray, António Monteiro

  • Responsibility for ensuring that the leadership needs of the Company are sufficiently appropriate to ensure continued ability to compete effectively in the marketplace

 

 

Committee Terms of Reference

 

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