Roles and Responsibilities of the Chair, Senior Independent Director and Chief Executive
JOHN WOOD GROUP PLC
Approved by the Board on 7 November 2023
Role of the Chair
The Chair is responsible for leadership of the Board, creating the conditions for overall Board and individual Director effectiveness. Specifically, it is the Chair’s responsibility to:
- Provide coherent leadership consistent with the Group’s vision and values;
- Run the Board and set its agenda, taking full account of the concerns of all Board members. Board agendas should be primarily focused on strategy, performance, value creation and accountability, ensuring that issues relevant to these areas are reserved for Board decision;
- Ensure there is a clear structure for, and the effective running of, Board Committees with appropriate terms of reference;
- Ensure that the members of the Board receive accurate, timely and clear information, in particular about the Group’s performance, to enable the Board to take sound and effective decisions and ensure constructive debate;
- Lead the Board’s review of the nature and extent of the significant risks the Group is willing to accept in implementing its strategy and the Group’s management of those risks;
- Ensure effective implementation of Board decisions by the Chief Executive;
- Ensure effective communication with shareholders and other stakeholders and ensure that the members of the Board are made aware of the views of major investors;
- Take the lead in providing a properly constructed induction and training programme for new Directors and updates for all Directors as necessary, facilitated by the Company Secretary;
- Take the lead in identifying and meeting the development needs of the Board as a whole and for each individual Director;
- Ensure that the performance of individuals and of the Board as a whole and its committees is evaluated at least once a year and the results of the Board evaluation are acted upon;
- Chair the Nomination Committee, building an effective and complementary Board and regularly review succession planning and the composition of the Board;
- Foster effective relationships and communications between the Non-Executive Directors and the executive team;
- Promote high standards of Corporate Governance and seek compliance with the provisions of the UK Corporate Governance Code and other applicable governance codes of practice; and
- Consult where necessary or appropriate with the Senior Independent Director on Board matters.
Role of the Senior Independent Director
The Senior Independent Director should:
- Act as a sounding board for the Chair and provide support for the Chair in the delivery of his objectives;
- Be available to shareholders if they have concerns which contact with the Chair and Chief Executive has failed to resolve or would be inappropriate;
- Lead the evaluation of the Chair on behalf of the other Directors;
- Be ready to take responsibility for an orderly succession process for the Chair; and
- Work with the Chair and the other Directors, and/or shareholders, to resolve significant issues and maintain the stability of the Board and Company during times of stress. Examples of such times include: disputes between the Chief Executive and the Chair or addressing any concerns expressed by shareholders or Non-Executive Directors that are not being addressed by the Chair or Chief Executive.
Role of the Chief Executive
The Chief Executive is responsible for running the business of the Group in close collaboration with and with the support of his executive colleagues.
The key responsibilities of the Chief Executive include:
- Providing coherent leadership of the Group with the Chair consistent with the Group’s vision and values;
- Developing Group objectives and strategy to be approved by the Board;
- Providing input to the Board’s agenda;
- Effective implementation of Board decisions in respect of the business;
- Effectively leading the Executive Directors in the day-to-day running of the Group’s business;
- Ensuring the development of, and the compliance by the business with, appropriate policies and procedures;
- Setting out the Group’s culture, values and behaviours with support from the executive team;
- Developing and promoting effective communications with shareholders and other relevant constituencies;
- Ensuring that robust management succession and management development plans are in place and presented to the Board from time to time;
- Developing and maintaining an effective framework of internal controls over risk in relation to all business activities including the Group’s trading activities;
- Ensuring that the flow of information to the Chair and to the Board is accurate, timely and clear; and
- Establishing a close relationship of trust with the Chair, reporting key developments to him in a timely manner and seeking advice and support as appropriate.
The Chair and Chief Executive will meet regularly to review issues, opportunities and problems.