Governance provides a framework within which the Board sets its values and delivers long-term success for the Company and its investors whilst recognising its duties towards the wider stakeholder community.
The National Express Board is therefore committed to ensuring that high standards of good corporate governance, values and behaviours are consistently applied throughout the Group.
The role of the Board
The Board provides leadership of the Group and direction for management. It is collectively responsible and accountable to the Company’s shareholders for the long-term success of the Group and for ensuring the appropriate management and operation of the Group in pursuit of its objectives. The Board is responsible for setting the Group’s strategy, values and standards and ensuring that the necessary controls and resources are in place to deliver these.
The Chairman and the Group Chief Executive
The roles of the Chairman and Group Chief Executive are held separately and the division of responsibilities between these roles is clearly established as shown below. The Chairman is responsible for leading the Board and ensuring its effectiveness. The Group Chief Executive is responsible for running the business of the Group and implementation of the strategy and policies adopted by the Board.
The Non-Executive Directors collectively represent a robust element of the Board and each brings with them his or her own expertise gained in a variety of business sectors. They constructively challenge and scrutinise the performance of management and help develop proposals on strategy as well as ensuring high standards of financial probity and corporate governance. The terms and conditions of appointment of the Non-Executive Directors are available for inspection at each AGM, on the Company’s website and at its registered office during normal business hours. The Non-Executive Directors disclose to the Board their other significant commitments.
Senior Independent Director (SID)
As well as being available to shareholders whose concerns have not been resolved through normal channels or when such channels would be inappropriate, the SID provides a sounding board for the Chairman and serves as an intermediary for the other Directors, where necessary.
The Executive Directors are responsible for the day-to-day management of the Group’s businesses, implementation of its strategy, policies and budgets and its financial performance. Executive management meetings comprise the Executive Directors and senior management from the divisions and are held regularly to discuss current issues.
The Company Secretary supports the Chairman in the delivery of the corporate governance framework and is responsible for advising the Board, through the Chairman, on all governance matters, including the planning of agendas for the annual cycle of Board and Committee meetings so that all key issues are considered at the appropriate times. Every effort is made to ensure that information reported to the Board is of high quality in terms of accuracy, quality, appropriateness, comprehensiveness and currency. Directors are able to seek clarification or amplification from management where necessary. The Company Secretary also facilitates the induction process and assists with professional development for Directors as required. The Company Secretary acts as secretary to the Board and each of its Committees. The appointment or removal of the Company Secretary is a matter for the Board as a whole. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent professional advice where considered necessary.
The Board discharges its responsibilities for the leadership and control of the Group by:
- providing strategic direction and support in a manner which maximises opportunities to develop the business profitability, whilst at the same time assessing and managing associated risks;
- engaging at Board meetings with, and challenging, the Group Chief Executive, Group Finance Director and other members of the senior management team, as appropriate, on the financial and operating performance of the Group and external issues material to the Group’s prospects; and
- ensuring that the financial, management and other resources required to meet its objectives are in place.