Board and Committee structure
Below is the Company’s governance framework which provides an overview of the roles, responsibilities and reporting lines of the Board and its Committees.
The owners of the Company and the persons to whom the Board is ultimately responsible.
Collectively responsible for the long-term planning and success of the Company for the benefit of shareholders. It provides effective leadership and direction to the Group, sets strategic objectives and oversees their delivery within an effective system of risk management and internal controls. It also sets the culture, values and standards for the whole organisation and ensures that the necessary governance, structure, financial management and resources (including effective succession planning) are in place.
Board Executive Committee
Responsible for finalising and, if deemed appropriate, approving matters which have previously been conditionally approved in principle by the Board and delegated to the Committee for completion.
Specific powers and authorities have been delegated by the Board to the following standing Committees:
- Nominations Committee: Monitors the structure, size and composition of the Board and its Committees. It is responsible for succession planning (including at senior management level), makes nominations of suitable candidates to be Directors and leads the process for new Board appointments.
- Audit Committee: Oversees, monitors and makes recommendations, as appropriate, in relation to the Group’s financial accounting and reporting processes and the integrity of the financial statements. It regularly reviews the work and effectiveness of the Group’s external audit process, the internal audit function and the systems of risk management and internal controls.
- Safety & Environment Committee: Reviews and monitors the strategies, policies and standards, initiatives, risk exposures, targets and performance of the Group in relation to safety and environment matters.
- Remuneration Committee: Reviews and recommends to the Board the framework and policy for remuneration of the Chairman, the Executive Directors and other members of the Group Executive Committee, and for implementing the policy. It has sight of and takes into account pay, benefits and conditions existing elsewhere within the Group when considering the annual pay reviews of the Executive Directors.
Group Chief Executive
Responsible for the development and implementation of strategy, leadership of the Group and, supported by the executive team, the overall performance of the business.
Group Executive Committee
Acts as an advisory and reporting body to the Group Chief Executive. Its main purpose is to oversee the safety, operational and financial performance of the Group, assess the ongoing impact of material risks, approve expenditure and other financial commitments within its authority level and discuss, formulate and approve proposals for onward consideration by the Board. It also addresses other key business and corporate related matters.
Since the Board is the decision-making body for all significant matters affecting the Group, a formal schedule of matters reserved for its approval is in place. These matters include: strategy, risk appetite and significant risk management; major acquisitions, disposals and bids; capital and liquidity matters; medium-term planning and the annual budget; financial results; key policies; Board and Committee membership and governance. Other matters, responsibilities and authorities have been delegated by the Board to its four standing Committees, namely: Nominations, Audit, Safety & Environment and Remuneration.
The schedule of matters reserved to the Board and the terms of reference of each Committee, which are reviewed and approved annually, can be found on the Company’s website at www.nationalexpressgroup.com. Any matters outside of these fall within the responsibility and authority of the Group Chief Executive. He leads the Group Executive Committee, which operates in an advisory and reporting capacity to him, and both he and the Group Finance Director provide regular reports to the Board.
Setting the agenda
The Chairman and the Company Secretary are responsible, in consultation with the Group Chief Executive and the relevant Chair, for maintaining a rolling 12-month programme of agendas for the Board and its Committees. This is to ensure that all necessary matters are covered and prioritised time and attention allocated for discussion, recommendation and approval. At each meeting, the Board rigorously reviews updates on Group and divisional operating and financial performance versus plan and budget. Other regular Board agenda items include capital expenditure requests, tax and treasury updates, key project reviews, risk management, human capital, legal and governance and investor relations. The Committee Chairs also provide to the next Board meeting a summary of the main discussion points, decisions and recommendations arising from the last Committee meeting so that non-members are kept up to date with the work undertaken by each Committee.