Board - Terms of Reference

The Board is a board of oversight. In the terms of the Combined Code its role is:

'to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed. The board should set the company's strategic aims, ensure the financial and human resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards and ensure that its obligations to its shareholders and others are understood and met.'

Membership

Non-executive Chairman Chief Executive Chief Operating Officer Director of Finance Non-executive directors

Roles and Responsibilities

• Interaction with the Executive Board in development of strategy
• Compliance with statutory requirements and combined code guidelines
• Scrutiny of financial accounts through the audit committee of the Board
• Approval of annual plans
• Oversight of corporate risk register
• Approval of capital expenditure
• Oversight of operating performance
• Development of remuneration systems for executive directors, including performance related pay
• Performance appraisal of executive management plus succession planning
• Approval of senior executive appointments or, where appropriate, recommendation of appointments to Shareholder Executive/Minister
• Approval of all profit related pay schemes below director level