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The Board
The Board's role is to organise and direct the affairs of the Company and the Group to maximise value for the benefit of shareholders, in accordance with the Company's constitution and all relevant laws, regulations and corporate governance standards. The roles of Group Chief Executive and Chairman are separate and each has clearly defined and documented responsibilities. The Group Chief Executive, assisted by the executive Directors and senior management, is responsible for the day-to-day management of the Group. The Chairman leads the Board, which is responsible for determining the Group strategy, reviewing operating and financial performance, and ensuring adequate resources and an effective system of control. The roles and responsibilities of the Board, collectively and for individual Directors, are set out in a Board Charter, which is reviewed by the Nomination and Governance Committee in the light of developments in regulatory guidance. A section of the Board Charter identifies matters that are specifically reserved for decision by the Board. These include approving and overseeing the implementation of objectives, strategies and business plans, capital and management structures, dividend policy, financial reporting, risk management and internal controls, significant corporate transactions, external communications, terms of reference of Board Committees, appointments to the Board and Committees, and key Group policies. Regular items for review by the Board include updates from the Group Chief Executive and the Group Finance Director. There are also presentations from each of the principal subsidiaries. During 2007, a Board meeting took place at the Company's Montreal office. This allowed the Board to consider Canadian operations in more detail and to meet many of the Canadian team.
The Board and its Committees meet regularly, operating to an agreed timetable of scheduled meetings. The Board has also established a formal procedure for holding unscheduled meetings, when, exceptionally, decisions on matters specifically reserved for the Board need to be taken urgently.
It is the Company's policy that, apart from the Chairman, at least half the Board should normally be made up of independent nonexecutive Directors. This balance ensures that no individual Director or small group of Directors dominates the decision-making process. As at 10 March 2008, the Board comprises the Chairman, seven independent non-executive Directors, and three executive Directors. Each non-executive Director serves for a fixed term not longer than three years. This term may then be renewed by mutual agreement and re-election at the appropriate AGM. As long as the Board is satisfied with a Director's performance, independence and ongoing commitment, there is no specified limit to the number of terms a Director may serve. All Directors must be elected by shareholders at the AGM following their appointment by the Board, and offer themselves for re-election at least once every three years. Non-executive Directors who have served on the Board for more than six years will be proposed for re-election following a rigorous evaluation of individual performance by the Chairman at a one-to-one meeting. Those with nine years or more continuous service must offer themselves for re-election each year.
Advised by the Nomination and Governance Committee, the Board's policy is to appoint and retain non-executive Directors who can bring the widest possible perspective to the affairs of the Group and its decision-making framework. The Board regularly reviews and refreshes the required skills and experience through a programme of rotational retirement and a broad recruitment search.
All Directors have access to the advice and services of the Group Company Secretary and General Counsel, whose appointment and removal is a matter for the Board. He is responsible for advising the Board, through the Chairman, on all governance matters.
