Role of the Board

Role of the Board

Collectively responsible to the company’s shareholders for the long-term sustainable success of the company, by providing effective leadership, establishing the company’s Purpose and Values and monitoring its culture, setting the company’s strategy and overseeing its delivery within a framework of internal controls, setting the company’s risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Board members act for the benefit of shareholders while taking into account the interests of a range of other stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006. Information about each of the members of the Board can be found on our Leadership page.

The Board has a formal schedule of matters specifically reserved to it for its consideration.

Board Reserved Matters.

Board Committees

The Board delegates certain of its responsibilities to standing Board Committees. Further details about these Committees can be found on our Committees page.

Board 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 to, and ensures the 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 
  • 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 
  • Supports and deputises for the Chairman as required 
  • Assists the Group Chief Executive in developing strategy, in view of his deep knowledge of the Group and the passenger transport sector
Group Chief Executive Officer
  • Develops the Company’s strategy for consideration and approval by the Board and provides effective leadership to the executive team in their delivery of strategy 
  • Responsible for the management of the Group’s operations, including the Group’s safety programme and environmental leadership
  • Manages, with his executive team, relationships with key stakeholders, from shareholders to key customers and suppliers, and leads the workforce 
  • Communicates the Group’s progress against strategy and operational performance to investors and analysts 
  • Sets the Company’s culture ‘from the top’
Group Chief Financial Officer
  • Works closely with the Group Chief Executive 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, IT and cyber security functions 
  • Manages investor relations, including by communicating the Group’s financial performance to investors and analysts 
  • Chairs the Group’s Diversity & Inclusion Council and champions delivery of the Company’s environmental ambitions
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 and support 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