Main Responsibilities
A In the context of the overall obligations of the Board, the duties of the Directors are
to:1.Provide commercial and ethical leadership of the Company, within a framework of prudent and effective controls which enable risk to be assessed and managed.
2. Approve the Company’s strategic, risk, performance and sustainability aims, ensuring that the necessary financial and human resources are in place for the Company to meet its objectives and review management performance.
3. Set the Company’s vision, values and standards and ensure that its obligations to its shareholders and stakeholders are understood and met.
4. Attend and be adequately prepared for all Board and Board committee meetings (unless exceptional circumstances prevail).
5.Monitor the Company’s compliance with all legislation, regulation, codes and standards.
6. Act in accordance with regulatory and statutory requirements:
a. Only exercising powers within the authority given and acting in accordance with the Company’s Articles of Association;
b. At all times acting not only in good faith and honesty, but also in the Company’s best interests and to promote the success of the Company for all its members, whilst having regard to the impact on the long-term consequences of any decisions on employees, suppliers and customers, the community and the environment, and the need to act fairly as between members of the Company;
c. Exercising independent judgement in carrying out their duties;
d. Exercising reasonable care, skill and diligence in carrying out their duties commensurate with their knowledge and experience;
e. Avoid conflict of interest between their personal interests and their duties to the Company, including not accepting a benefit from a third party and declaring any interests, direct or indirect, in a proposed transaction or arrangement within the Group
B. Specific to Non-executive Directors
1. Constructively challenge and help develop proposals on strategy and then fully empower the CEO and executives to implement the strategy.
2. Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
3. Apply their judgement to the business of the Board, leveraging on their knowledge of the business.
4. Demonstrate the financial literacy required for a proper understanding of the Company’s activities and associated risks.5. Satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
6. Satisfy themselves as to appropriate levels of remuneration for Executive Directors, and have a prime role in appointing and, where necessary, removing Executive Directors and in succession planning for these positions.
7. Complement the skills and experience of the Executive Directors, in particular by bringing to bear a different range of knowledge, experience and insight from other industries.
Qualifications
Requirements
IT Skills
Experience
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