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Board process

The Board is responsible for the long-term success of the company and has the authority, and is accountable to shareholders, for ensuring that the Group is appropriately managed and achieves the strategic objectives it sets. The Board discharges those responsibilities through an annual programme of meetings which includes the approval of overall budgetary planning and business strategy. It has agreed a schedule of matters which are reserved for the Board or its committees.

The Board reviews the company's internal controls and risk management policies and approves its governance structure and code of conduct. The Board appraises and approves major financing, investment and licensing decisions in excess of defined thresholds. In addition, the Board evaluates and monitors the performance of the group as a whole. This includes:

• engaging at Board meetings with and challenging the CEO, the other Executive Directors and members of the CET as appropriate, on the financial and operating performance of and external issues material to the group's prospects
• evaluating progress toward the achievement of the group's financial and business objectives and annual plans and the Non-Executive Directors scrutinising the performance of management in meeting these objectives and plans
• monitoring, through reports received directly or from various committees, the key significant risks facing the group.

The Board has overall responsibility for succession planning for the CEO and other executive directors.

The Board has given the CEO broad authority to operate the business of the group and the CEO is accountable for, and reports to the Board on business performance.

The Board of Directors meet with all the CET members on an annual basis to discuss and develop proposals collectively in relation to the group's strategy.

Board meetings

The Board meets approximately six times a year.