Strategic Report
Governance
Financial
The Board
Who are the Board members? The members of the Board and their accompanying biographies are set out on pages 36 and 37. All Directors are expected to allocate sufficient time to the Company to discharge their responsibilities effectively and, where possible, attend all Board meetings and the AGM. Any time commitment matters are addressed by the Chairman with the Director concerned. Chairman
Roger Matthews
Board members (executive)
Ruby McGregor-Smith Suzanne Baxter Bill Robson
Board members (non-executive)
David Jenkins Crawford Gillies Larry Hirst Terry Morgan (until 31 October 2013) Graeme Potts (until 9 July 2013) Jack Boyer (from 1 June 2013)
What is the key purpose of the Board? The Board provides leadership and direction to management and is collectively responsible for the sustainable long-term success of the Company. Accordingly the Board reviews and agrees the strategy for the group, proposed by the Executive Directors, on an annual basis. In setting the strategy, the Board takes account of matters such as: market trends; competitive environment; private/public sector approach; international aspects of the business and opportunities; finance; people and talent; and the Mitie Model, ensuring at all times that sufficient consideration is given to risk and internal controls. What are the key responsibilities? There are key matters and responsibilities that are set aside to be exclusively dealt with by the Board. These include: − setting group objectives and strategies; − approving business plans and budgets and monitoring performance against them; − approving material acquisitions, disposals and business start-ups (including any material transactions outside of the normal course of business); − approving the group’s Half-Yearly and Annual Report and Accounts; − appointing and removing the Chairman, Directors and Company Secretary; − management of the group’s risk profile; and − monitoring the group’s corporate governance arrangements. The Board recognises its overall responsibility for the group's system of internal control, which is designed to safeguard assets and ensure the reliability of the financial information for both internal use and external publication. Responsibility for designing, operating and monitoring the system of internal control is delegated to the management of each division. The Audit Committee monitors the effectiveness of these controls on behalf of the Board, through Internal Audit and the Group Enterprise Risk framework. The Directors are mindful of their legal duties to act in the way they consider, in good faith, will be most likely to promote the success of the Company for its shareholders and having regard also to other stakeholders. How many times did the Board meet? During the year ended 31 March 2014, there were six scheduled Board meetings. Additional unscheduled Board meetings were held to deal with the review and approval of material transactions, key contracts, acquisitions and issues relating to shares and other administrative matters.
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