The Board currently consists of 9 Directors, 6 of whom are Non-Executive (including the Chairman) and 3 Executive. The role of the Chairman is distinct from other positions, is clearly defined and, as noted, is Non-Executive. The Company does not have a Chief Executive; 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.
In addition to the Chairman, who satisfied the independence criteria set out in the Code on appointment, 3 of the Directors are considered independent (Eric Born, Ian Harley and Octavia Morley) which is in excess of the minimum recommended for a company of our size, and ensures that the Board is well balanced and able to meet the challenges and opportunities that face the business.
The Board fully supports diversity, recognising the benefits that diverse viewpoints can bring in key decision making. We are committed to encouraging and developing all our employees and our Board to reach their full potential, irrespective of their gender, race or sexuality. It is our intention to always keep the benefits that derive from a diverse Board in mind when making future appointments. However the Board does not believe that setting a quota is the most appropriate method for achieving a balanced Board, and all appointments will be made on merit. The Board is also committed to developing talent throughout the Group, and provide appropriate training, support and development to those identified as displaying potential.
The role of the Board
The Board of Directors’ key purpose 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 of Directors must deal with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics. Its key responsibilities include:
• the approval of strategic plans,
• the approval of financial statements, acquisitions and disposals,
• the approval of major non-recurring projects and major capital expenditures.
The role of the Chairman
• lead the Board,
• lead strategic discussions between the Board ensuring accurate, clear and timely information is available to all Directors,
• be available to the Executive Directors to discuss any concerns or issues that they may have,
• ensure that sufficient time is made available for discussion of items at Board meetings, and develop an atmosphere which encourages active participation by the Board,
• ensure that risk and long term shareholder value remain a key focus for the Executive team,
• ensure an open dialogue is maintained with shareholders and be available to meet as required.