Board Responsibilities and Composition
The Board’s key responsibility is to ensure the Company’s prosperity by collectively directing the Company’s affairs whilst meeting the appropriate interests of its shareholders and stakeholders. In addition to business and financial issues, the Board must deal with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics. Its key decision making responsibilities to ensure the long term prosperity of the Company include the approval of strategic plans, financial statements, acquisitions and disposals and major non-recurring projects and major capital expenditures. A formal schedule of matters reserved for the Board is detailed in the Group’s Corporate Governance Manual.
The Board met eight times in 2013 and has a formal schedule of matters specifically reserved to it for decision. It consists of eight Directors, five of whom are non-executive (including the Chairman) and three executive.
The Company does not have a Chief Executive Officer; instead it has an Executive Managing Director for Menzies Aviation, an Executive Managing Director for Menzies Distribution and an Executive Group Finance Director. Each Executive Director has clearly defined duties and responsibilities which, having been agreed by the Board, are regularly reviewed with the Chairman.
The Role of the Board Members
The role of the Chairman is distinct from other positions, is clearly defined and is non-executive. The position exists to lead the Board in strategic discussions, ensuring accurate, clear and timely information is available to all Directors. The Chairman is available to the Executive Directors to discuss any concerns or issues that may arise, and ensure that risk and long term shareholder value remain a key focus for the Executive Directors. In managing Board meetings, the Chairman is aware that sufficient time needs to be made available for the discussion of items, whilst developing an atmosphere which encourages active participation by all Directors. On appointment the Chairman was considered to meet the independence criteria as defined in the FRC UK Corporate Governance Code (the “Code”).
Non-Executive Directors are required to constructively challenge and contribute to the strategic development of the Company and are appointed for an initial term of three years. They are expected to satisfy themselves to the integrity of the financial information, controls, and risk management within the businesses by scrutinising the performance of management and challenging information presented to them.
The role of the executive team is to implement on a day to day basis the strategy for their division that has been agreed by the Board. They are also expected to report regularly to the Board on any issues that are happening within their business and their proposed resolutions when problems occur.
Ian Harley has been the Senior Independent Director since May 2011. Ian has indicated that he continues to have sufficient time available to meet with shareholders and other stakeholders where required and will be available where discussions with either the Chairman or the Executive Directors are not appropriate.
Throughout 2013, all of the Directors on each of the Board Committees have been independent, in compliance with the Code.