Chair

• The Chair reports to the board of directors of the Company (the Board).
• The Chair is responsible for ensuring that the Board delegates responsibility for executive management to the Chief Executive, whilst retaining sufficient oversight to ensure that the agreed strategy is delivered, objectives are met, and Board decisions are implemented. Other than the Chief Executive and the Company Secretary, no executive reports to the Chair, other than through the Board.

Chief Executive

• The Chief Executive reports to the Chair (acting on behalf of the Board) and to the Board directly.
• The Chief Executive is responsible for all executive management matters affecting the Company and its subsidiaries (the Group). All members of executive management report, either directly or indirectly, to him.

Chair

• The Chair is responsible for the leadership of the Board and ensuring its overall effectiveness in directing the Company and on all aspects of its role including regularity and frequency of meetings.
• The Chair should demonstrate objective judgement and promote a culture of openness and debate.
• The Chair is responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination and approval of the Group’s strategy and overall objectives.
• The Chair is the guardian of the Board’s decision-making processes, and for ensuring that the Board reviews the implementation of key decisions.
• The Chair is responsible for the overall composition of the Board and will primarily discharge this responsibility though the Nomination Committee.

Chief Executive

• The Chief Executive is responsible for the running of the Group’s business.
• The Chief Executive is responsible for proposing and developing the Group’s strategy and overall objectives, which he does in close consultation with the Chair and the Board.
• The Chief Executive is responsible, with the executive team, for implementing the decisions of the Board and its Committees and delivering against the agreed strategy and objectives.
• The Chief Executive will give input and advice to the Chair on all matters concerning Board composition.

Chair

• Managing the business of the Board and chairing its meetings.
• Setting the agenda for discussion at board meetings and ensuring adequate time for the proper consideration and discussion of all key issues.
• Ensuring that Board agendas take full account of the important issues facing the Group and the concerns of all Board members. There should be an emphasis on strategic issues and important operational matters where the Board can add value rather than formulaic approvals of proposals which can be the subject of appropriate delegated powers to management.
• Ensuring that the Board receives accurate, timely and clear information on:
  • the Group’s performance;
  • the issues, challenges and opportunities facing the Group; and
  • matters reserved for its decision.
• Ensuring, with the advice of the Company Secretary where appropriate, compliance with the Board’s approved procedures including the Role of the Main Board and Reserved Matters for the Board approval and each of the Committee terms of reference.
• Arranging informal meetings of the directors, including meetings of the non-executive directors at which executives are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.
• Proposing to the Board, in consultation with the Chief Executive, Company Secretary and Committee Chairs, as appropriate
  • the Role of the Main Board and Reserved Matters for the Board approval;
  • Terms of reference for each Board committee; and
  • Other board policies and procedures.
• Supporting the Chair of the Nomination Committee in initiating change and succession planning in the Board appointments to retain and build an effective and complementary Board, and to facilitate the appointment of effective and suitable members and Chairs of Board committees.
• From time to time, consulting with major shareholders directly and ensuring that there is effective communication by the Group with its shareholders, through the Chief Executive, Chief Financial Officer and other executive management and ensuring that members of the Board develop an understanding of the views of the major investors in the Group and are informed of shareholder views and concerns.
• Taking the lead in arranging a properly constructed induction programme for new directors.
• Taking the lead in identifying and seeking to meet the development needs of both individual directors and the Board as a whole.
• Ensuring that the performance of the Board as a whole, its committees and individual directors is evaluated at least once a year.
• Shaping the culture in the Boardroom and promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level.
• Arranging for the Chairs of the audit, remuneration and nomination committee to be available to answer questions at the AGM and for all directors to attend.

Chief Executive

• Managing the operational business and exercising executive stewardship of the Group’s physical, financial and human resources.
• Providing input to the Board’s agenda for himself and other members of the executive team.
• Ensuring that he maintains a dialogue with the Chair on the important and strategic issues facing the Group, and proposing Board agendas to the Chair which reflect these.
• Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information, particularly in relation to:
  • the Group’s performance;
  • the issues, challenges and opportunities facing the Group; and
  • matters reserved for its decision.
• Ensuring, in consultation with the Chair and Company Secretary as appropriate, that he and the executive team comply with the Board’s approved procedures, including the Role of the Main Board and Reserved Matters for the Board approval and each of the Committee terms of reference.
• Ensuring that the Chair is alerted to forthcoming complex, contentious or sensitive issues affecting the Group of which he might not otherwise be aware.
• Providing input to the Chair and Company Secretary on appropriate changes to the Role of the Main Board and Reserved Matters for the Board approval.
• Providing information and advice on succession planning to the Chair and the Nomination Committee, and other members of the Board, particularly in respect of executive directors.
• Leading the communication programme with shareholders.
• Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.
• Ensuring that the development needs of the executive directors and other senior management reporting to him are identified and met.
• Ensuring that performance reviews are carried out at least once a year for each of the executive directors. Providing input to the wider Board evaluation process.
• Setting an example to the workforce and communicating to them the expectations in respect of the Company’s culture.
• Promoting, and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.
• Arranging for the executive directors and other appropriate senior management team members to attend the AGM.

The Senior Independent Director will be specifically responsible for:

• Giving support to the Chair on governance issues;
• The orderly succession process for the Chair of the Board and Chair the Nomination Committee when it is considering succession to the role of chair of the Board;
• Being available to shareholders if they have concerns which contact through the normal channels of Chair or Chief Executive has failed to resolve or for which such contact is inappropriate;
• Communicating, and attending meetings if required, with a sufficient range of major shareholders and financial analysts to obtain a balanced understanding of the issues and concern of such shareholders;
• Working with the Chair, other Directors and/or shareholders to resolve significant issues and to maintain Board and Company stability in periods of stress, particularly where:
  • There is a dispute between the Chair and Chief Executive;
  • Shareholders or non-executive directors have expressed concerns that issues are not being addressed by the Chair or Group Chief Executive;
  • The Board is not united on the strategy being adopted by the Chair and the Chief Executive;
  • The relationship between the Chair and Chief Executive is such that decisions are being taken without referral to or approval of the full Board; or
  • Succession planning being ignored.
• Convening meetings of the non-executive directors at least annually in order to appraise the performance of the Chair – taking into account the views of the executive directors.

Approved by the board of directors of Headlam Group plc on 7 March 2022