2018 key activities
- Appointment of new Interim Chief Finance Officer
- Oversight of structural changes within the Group
- Approval of Group refinancing
- Monitoring strategic progress
- Review of the Group risk management process and reporting
The Board has overall responsibility for:
- Monitoring progress against strategy of the Group and ensuring long term success for the benefit of all stakeholders;
- Ensuring that adequate resources are available so that strategic objectives may be achieved through the annual planning process and ongoing monitoring;
- Ensuring that the Group's internal control systems (both financial and operational) are fit for purpose and operating as they should be;
- Reporting to and maintaining relationships with shareholders;
- Compliance with laws and regulations and good corporate governance;
- Dividend policy;
- Treasury policy;
- Insurance policy;
- Major capital expenditure;
- Acquisitions and disposals;
- Board structure; and
- Remuneration policy.
- Ensuring execution of Group strategy by executive team
- Monitoring progress against strategic objectives
- Overseeing developments of IT infrastructure and management of cyber risk
- Overseeing service and market development
Executive Directors are responsible for:
- Ensuring the Group strategy is executed effectively via the Executive Committee;
- Monitoring Group performance;
- Managing the Group's financial affairs; and
- Implementation and review of the system of internal control.
|Delivering on the Strategic Plan|
- Developing the renewed Group strategy
- Developing the fleet optimisation strategy
- Refinancing facilities
The Executive Committee is responsible for:
- Executing Group strategy and policies;
- Considering operational business issues;
- Reviewing risk reporting and taking necessary actions; and
- Managing business performance.
Implementing the renewed strategy within the business.
|Audit and Risk Committee|
The Audit and Risk Committee is responsible for:
- Monitoring the integrity of financial reporting and reviewing the Group's risk management systems on behalf of the Board, including reviewing the work of Group Internal Audit;
- Overseeing the statutory audit process:
- Recommending appointments to the Board;
- Monitoring independence and objectivity, including monitoring auditor rotation and developing policy on non-audit services provided;
- Approving auditor remuneration and terms of engagement; and
- Overseeing the audit tender process, if applicable.
Implemented the recommendations from the latest review and made further improvements to the end to end processes of identifying and reporting risks.
The Remuneration Committee is responsible for:
- Assessing, reviewing and agreeing with the Board the remuneration policy for the Board excluding the non-executive Directors;
- Assessing and reviewing the remuneration policy and benefit structure for Group employees; and
- Monitoring the share incentive plans including participation and exceptional circumstances and amending the design of the plans in line with best practice.
Implemented changes in remuneration of CEO and increased minimum shareholding requirements of executive Directors.
The Nominations Committee is responsible for:
- Reviewing the structure, size, skills and experience of the Board and making recommendations regarding any changes;
- Considering succession planning for Directors and other senior executives; and
- Making recommendations to the Board for candidates to fill Board vacancies when they arise, normally using the services of professional consultants in the search.
During the year the Nominations Committee approved the appointment of an interim CFO and completed the process of appointing a permanent replacement effective from 16 July 2018.
The full terms of reference of the Audit and Risk, Remuneration and Nominations Committees can be found on the Group's corporate website.