pivot

Board of directors

The Board comprises the non-executive chairman, two executive directors and five further non-executive directors:

  • Alan Thomson – Non-Executive Chairman
  • Alistair Cox – Chief Executive
  • Paul Venables – Group Finance Director
  • Paul Harrison – Senior Independent Non-Executive Director
  • Victoria Jarman – Independent Non-Executive Director
  • Torsten Kreindl – Independent Non-Executive Director
  • MT Rainey - Independent Non-Executive Director
  • Pippa Wicks – Independent Non-Executive Director
  • Peter Williams – Independent Non-Executive Director

Biographies of the Directors can be found here.

Non-Executive Directors

The non-executive directors bring an independent view to the Board’s discussions and the development of the Company’s strategy. Their range of skills and experience ensures that the performance of management in achieving the business goals is appropriately challenged. They also ensure that financial controls and systems of risk management are both rigorous and appropriate for the needs of the business.

Draft terms of appointment can be found here.

Role of the Senior Independent Director

In normal times the role of the Senior Independent Director includes the following:

  • Providing support for the Chair in the delivery of his or her objectives;
  • Ensuring the views of the other Directors are conveyed to the Chair;
  • Attending sufficient meetings with a range of major Shareholders, perhaps in company with the Chair, to develop a balanced understanding of their issues and concerns;
  • Ensuring that the Chair is passing on the views of the Shareholders and especially that any concerns are conveyed to all Directors;
  • Ensuring that appropriate succession planning procedures are in place in relation to Board succession;
  • Carrying out the annual evaluation of the Chair in conjunction with other Non-Executive Directors while also taking account of the views of the Executive Directors; and
  • Taking responsibility for an orderly succession process for the Chair.

When the Board is undergoing a period of stress the role of the Senior Independent Director is likely to assume a greater degree of prominence. The Board should ensure it has a clear understanding of the circumstances in which the Senior Independent Director’s intervention might be required to maintain Board and Company stability and cohesion. These might include:

  • Where there is a dispute between the Chair and CEO;
  • Where Shareholders or Non-Executive Directors have expressed concerns that are not being addressed by the Chair or CEO;
  • If the strategy being followed by the Chair and CEO is not supported by the full Board;
  • Where the relationship between the Chair and CEO is particularly close and decisions are being made without the approval of the full Board; and
  • Where Executive or Board succession planning is being ignored.