ensuring that matters are fully debated and that no individual or group

Ensuring that matters are fully debated and that no

This preview shows page 126 - 128 out of 256 pages.

ensuring that matters are fully debated and that no individual or group dominates the board’s decision- making processes. Through the nomination committee, the board ensures that plans are in place for the succession of the executive and non-executive directors. Activities of the board It is the responsibility of the chairman and the company secretary to work closely together in planning the annual programme and agendas for meetings. During the year, six scheduled board meetings were held, five in the United Kingdom and one in China. With the plans for the joint annual strategy conference with the full executive committee being disrupted by travel 123
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Corporate governance report (continued) restrictions, the group’s strategy discussions were re-scheduled and held within extended board and board committee meetings, particularly those held in China. When directors are unable to attend a meeting, they are advised of the matters to be discussed and given an opportunity to make their views known to the chairman prior to the meeting. The board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the board for decision. The schedule was last revised in June 2009. The board makes decisions and reviews and approves key policies and decisions of the company, in particular in relation to: group strategy and operating plans; corporate governance; compliance with laws, regulations and the company’s code of business conduct; business development, including major investments and disposals; financing and treasury; appointment or removal of directors and the company secretary; risk management; financial reporting and audit; corporate citizenship, ethics and the environment; and pensions. The Act sets out directors’ general duties concerning conflicts of interest and related matters. The board have agreed an approach and adopted guidelines for dealing with conflicts of interest and agreed to add responsibility for authorising conflicts of interest to the schedule of matters reserved for the board. The board confirmed that it was aware of no situations that may or did give rise to conflicts with the interests of the company other than those that may arise from directors’ other appointments as disclosed in their biographies above. In accordance with the articles, the board authorised the chairman or the company secretary, as appropriate, to receive notifications of conflicts of interest on behalf of the board and to make recommendations as to whether the relevant matters should be authorised by the board. The company has complied with these procedures during the year. All directors are equally accountable for the proper stewardship of the company’s affairs.
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