The Board of Directors is collectively responsible to the Company’s shareholders for the long-term success of the Company. This responsibility includes matters of strategy, performance, resources, standards of conduct and accountability. The Board also has ultimate responsibility for corporate governance which it discharges either directly or through its Committees and the Governance section of the Annual Report.
A Director is appointed by ordinary resolution (i.e. a simple majority of votes cast) at a general meeting of ordinary shareholders. The Board also has the power to appoint a Director, but any person so appointed must be stand for reappointment by shareholders at the first Annual General Meeting following his or her appointment by the Board.
Subject to the Company's Articles of Association, relevant statutory law and any directions given by shareholders in general meeting, the Directors, who may exercise all powers of the Company that are not required to be exercised by the Company in general meeting. In addition to this collective responsibility, the Chairman, Chief Executive and Senior Independent Director have clearly defined roles.