Small Hero

Governance structure

The Board continues to recognise that an effective governance framework is fundamental in ensuring the Group's ability to deliver long-term value for our shareholders and stakeholders.

James Richards

Governance structure

Roles and responsibilities


Responsibilities of the Chairman include:

  • Leadership of the Board, with responsibility for its overall effectiveness in directing the Company, and ensuring open and effective communication between the Executive and Non-Executive Directors;
  • Ensuring Directors receive accurate, timely and clear information and that Board meetings are effective by setting appropriate and relevant agenda items, creating an atmosphere whereby all Directors are engaged and free to enter healthy and constructive debate;
  • Ensuring effective communication between major shareholders and the Board;
  • Overseeing each Director's induction and ongoing training; and
  • Leadership of the Board effectiveness process through his role as Chair of the Nomination Committee.

Responsibilities of the CEO include:

  • Day-to-day management of the Group’s business and implementation of the Board-approved strategy;
  • Acting as Chair of the Executive Committee and leading the senior management team in devising and reviewing Group development for consideration by the Board;
  • Responsibility for the operations and results of the Group; and
  • Promoting the Group’s values, culture and standards.
Senior Independent Director

Responsibilities of the Senior Independent Director include:

  • Acting as a sounding board for the Chairman and serving as an intermediary for the other Directors as necessary;
  • Acting as lead independent Non-Executive Director;
  • Leading the Non-Executive Directors in the performance evaluation of the Chairman, with input from the Executive Directors; and
  • Being available to shareholders in the event that the Chairman, Chief Executive Officer, or other Executive Directors are unavailable.
Non-Executive Directors

Responsibilities of the Non-Executive Directors include:

  • Providing strategic guidance, constructively challenging management proposals, and providing advice in line with their respective skills and experience;
  • Helping to develop proposals on strategy;
  • Reviewing the performance of management and individual Executive Directors against agreed performance objectives;
  • Having a prime role in appointing and, where necessary, removing Executive Directors; and
  • Having an integral role in succession planning.