Membership and process

The Board comprises:

Charles Berry (Chairman), Dorothy Thompson (Chief Executive), Gordon Boyd (Finance Director), Peter Emery (Production Director), Tim Barker (Senior independent non executive director), Jamie Dundas (Independent non executive director), and Mike Grasby (Independent non executive director), The Company Secretary acts as secretary to the Board.

The Board has adopted a schedule of matters reserved for its decision and formal terms of reference for its committees.

Matters which are not specifically reserved to the Board and its committees under their terms of reference, or to shareholders in General Meeting, are delegated to the Chief Executive or otherwise delegated in accordance with a scheme of delegation approved by the Board.

The Board receives regular reports on performance against the Business Plan and periodic business reports from senior management. Directors are briefed on matters to be discussed at meetings by papers distributed in advance of Board and committee meetings.

Role

The Board determines:

• the Group’s strategy;
• the Group’s appetite for risk (particularly in its trading activities);
• the risk management policies;
• the annual plan and key performance indicators;
• acquisitions and disposals and other transactions outside delegated limits;
• material changes to accounting policies or practices;
• significant financial decisions;
• capital structure and dividend policy;
• shareholder communications;
• prosecution, defence or settlement of material litigation;
• Group remuneration policy;
• the terms of reference of Board committees; and
• the Board structure, composition and succession.