Role of the Board of Directors

To view the profiles of the Board directors, please see our leadership page.

The Board leads and directs the Group. It sets the Group’s purpose, defines the Group’s values, sets the strategy and monitors and assesses the Group’s culture, with the aim of securing the long-term sustainable success of the business for the benefit of all stakeholders.

Matters Reserved for the Board

The Board has a formal schedule of matters reserved for its consideration and decision, which is reviewed annually. The schedule includes:

• Setting the Group’s purpose, values and standards;
• Approving the Group’s strategy;
• Changes to the Group’s structure and capital;
• Approving the annual report and accounts, and half-year results and trading updates;
• Approving the Capital Allocation Policy, recommending final dividend payments and agreeing interim dividend payments;
• Ensuring a sound system of internal control and risk management, as recommended by the Audit & Risk Committee, including reviewing the effectiveness of the Group’s risk and control processes;
• Approving material capital projects and contracts;
• Approving resolutions and corresponding documentation to be put forward to shareholders at general meetings;
• Approving changes to the membership and composition of the Board, as recommended by the Nomination Committee;
• Delegations of authority;
• Corporate governance matters including considering the annual performance review of the Board and its Committees; and
• The review and approval of various policies.

The Group has a Conflicts of Interest Policy to govern the process of identifying, recording and managing any potential conflicts of interest of the Group’s senior management team and wider workforce. To support the aims of the Conflicts of Interest Policy, the Group Risk & Internal Audit department oversees an annual process of obtaining declarations from individuals, with detailed reporting on potential conflicts of interest and mitigation controls, which is reported to the Audit & Risk Committee on an annual basis. Furthermore, declarations of interest are made (if applicable) at every Board and Committee meeting.

UK Corporate Governance Code 2024

The UK Corporate Governance Code 2024 was applicable to the Company for the year ended 31 December 2025 (with the exception of Code Provision 29, which is effective from 1 January 2026). During the year ended 31 December 2025, the Board has fully complied with the UK Corporate Governance Code 2024.

The Board continues to review its governance procedures to maintain proper control and accountability. The UK Corporate Governance Code 2024 is available from the Financial Reporting Council, at www.frc.org.uk.