The Board

The Board is collectively responsible for the governance of the Company. This is achieved by setting the overall strategy, approving detailed business plans and overseeing delivery of objectives by continually monitoring performance against those plans.

The Board of Directors’ responsibility for the governance of the Company specifically extends to:

• promoting the long-term sustainable success of the Company, generating value for the Shareholder and contributing to Jersey’s wider society;

• setting the Company’s strategic aims;

• providing the leadership necessary to deliver these aims and associated objectives;

• establishing the purpose, values, strategy and behaviours of the Company and ensuring its culture is aligned with these;

• ensuring all directors act with integrity, lead by example and promote the desired culture;

• establishing a framework of prudent and effective controls enabling risk to be assessed and managed;

• supervising the management of the business;

• ensuring that the necessary resources are in place for the Company to meet its objectives and measuring performance against them;

• ensuring the Company complies with relevant laws and regulations;

• ensuring effective engagement with and participation from the Shareholder and stakeholders; and

• reporting to the Shareholder on its stewardship, in accordance with the requirements of the MoU.

Overall, the Board is aware that while it is responsible for the operation of a commercial development company, the Company operates in a multi-stakeholder environment and the public of Jersey is its ultimate stakeholder.

The Chair is responsible for leadership of the Board and should demonstrate objective judgement, while promoting a culture of openness and debate where all contributions are encouraged and valued. A good Chair ensures that the Board is effective in all aspects of its role achieving the right balance of responsibility, challenge and scrutiny; with support for the Executive Team.

The non-Executive Directors constructively challenge and help develop proposals on strategy. They bring strong, independent judgement, knowledge, and experience to the Board’s deliberations.

The day to day operation of the Company remains the responsibility of management and the Executive Team, led by the CEO. The performance of management and the Executive Team against agreed performance objectives is scrutinised and held to account by the Board. In fulfilling this function and in accordance with good corporate governance, the Board is supported by the Audit & Risk Committee and the Remuneration & Nomination Committee and, in view of our principal activities, the Deal Advisory Panel.

Board Structure

The Board comprises the Chair, the CEO, the Deputy CEO, a Non-Executive Director appointed by the Minister for Treasury & Resources and up to 5 Non-Executive Directors appointed by the States Assembly.

One of the Non-Executive Directors is appointed by the Board to undertake the role of Senior Independent Director (SID).

The principal role of the SID is:

• to support the Chair in their role;

• to act as an intermediary for other NonExecutive Directors when necessary;

• to lead the Non-Executive Directors in the oversight of the Chair; and

• to ensure a clear division of responsibility between the Chair and the CEO.

Appointments to the Board are subject to a formal, rigorous and transparent procedure, and an effective succession plan is maintained for the Board, following recommendations from the Remuneration & Nomination Committee. Succession planning and appointments are based on merit and objective criteria. It is the Board’s continuing objective to promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths recognising the benefits this brings. While the gender balance of the Board has improved, further diversity improvements are required.