Division of responsibilities

The Board has agreed a clear division of responsibilities between the Chairman and the Group Chief Executive. Other Directors’ and the Company Secretary’s roles are also clearly defined to assist in enhancing the effectiveness of the Board. A summary is set out below:

Chairman
  • Provides overall leadership, and ensures effectiveness, of the Board
  • Sets the agenda, character and tone of Board meetings and discussions
  • Maintains an effective working relationship with the Group Chief Executive Officer 
  • Leads the annual performance evaluation of the Board and its Committees and ensures Non-Executive Directors make an effective contribution 
  • Assists the Board in understanding stakeholders’, including shareholders’, views
Deputy Chairman
  • Maintains a close dialogue with the Chairman and the Group Chief Executive Officer
  • Supports and deputises for the Chairman as required 
  • Assists the Group Chief Executive Officer in developing strategy, in view of his deep knowledge of the Company and passenger transport sector
Group Chief Executive Officer
  • Develops the Company’s strategy for consideration and approval by the Board and provides effective leadership of the executive team in its delivery of strategy 
  • Develops the Group’s business model and manages the Group’s operations 
  • Reinforces the Company’s Values and sets expected workforce behaviours, including by overseeing the development and implementation of the Company’s corporate, safety and environment policies and standards 
  • Establishes and services relationships with key stakeholders 
  • Communicates (with the Group Chief Financial Officer) the Group’s financial performance and strategic progress to investors and analysts 
  • Ensures the Board is kept fully apprised of the Group’s safety and operational performance and of risks and opportunities that may affect or contribute to the delivery of strategy
Group Chief Financial Officer
  • Works closely with the Group Chief Executive Officer in the development and delivery of the Company’s strategy 
  • Responsible for the financial stewardship of the Company and management of its resources through appropriate accounting, financial and other internal controls 
  • Directs and manages the Group’s finance, risk management, internal audit, insurance, tax, treasury, procurement, communications and IT functions 
  • Manages investor relations, including by communicating (with the Group Chief Executive Officer) the Group’s financial performance and strategic progress to investors and analysts 
  • Chairs the Group’s Diversity & Inclusion Council and oversees the Company’s environmental ambitions and performance against them
Senior Independent
Non-Executive Director
  • Acts as a sounding Board for the Chairman and a trusted intermediary for other Directors 
  • Available to investors to discuss any concerns that cannot be resolved through the normal Chairman or Executive Director channels 
  • Leads the Board in the annual performance evaluation of the Chairman and in developing Chairman succession plans 
  • Meets with Non-Executive Directors without the Chairman present at least annually and more often as required to discuss Board matters
Independent Non-Executive
Directors
  • Monitor and scrutinise the Company’s performance against its strategic goals and financial plans 
  • Bring objective perspective to the Board’s deliberations and decision-making, drawing on their collective broad experience and individual expertise and insights 
  • Play a lead role in the functioning of the Board’s Committees 
  • Monitor and assess the Company’s culture, use appropriate and effective means to engage with the workforce and acquire an understanding of other stakeholders’ views 
  • Monitor and assess the effectiveness of, and support and constructively challenge, the Executive Directors
Company Secretary
  • Provides advice, support and training to the Board, its Committees, the Chairman and other Directors individually as required, primarily in relation to corporate governance matters 
  • Responsible, with the Chairman, for setting the agenda for Board and Committee meetings and for high quality and timely information and communication between the Board and its Committees, and between the Directors and Senior Management as required 
  • Ensures that Board and Committee procedures are complied with