Role of Board and Directors

Gleeson’s Directors (both Executive and Non-Executive) share responsibility for Board activities. The roles of the Chairman, Chief Executive Officer and Senior Independent Director are summarised as follows:

The role of the Board

The Board is responsible to shareholders for the direction, management, performance and long-term success of the Group. It sets the Group’s strategy and objectives and oversees and monitors internal controls (in conjunction with the Audit Committee), risk management, principal risks, governance and the viability of the Company. In doing so, the Directors comply with their duties under section 172 Companies Act 2006.

To ensure the Directors maintain control over strategic, financial, operational and compliance matters, the Board meets regularly during the year and has formally adopted a schedule of matters to be brought to it for decision.

Matters reserved for the Board or its Committees
• Strategy and financial policy
• Banking arrangements
• Approval of the interim and annual financial statements
• Risk management and internal control policy
• Major capital expenditure
• Acquisition of land
• Material investments or disposals
• Board structure and composition
• Terms of reference of the Board’s sub-committees
• Entering into, or amending, pension arrangements
• Approval of contractual arrangements which fall outside of authorities delegated to Executive Directors
• The company’s dividend policy
• Pledging security over assets and providing Parent Company Guarantees

In addition, the Board has established certain principal Board sub-committees to assist in fulfilling its oversight responsibilities, providing dedicated focus on

Chairman – Dermot Gleeson

• Ensuring the effective running of the Board.
• Promoting the highest standards of integrity and corporate governance throughout the Group.
• Charing Board meetings and setting the agendas.
• Ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives.
• Ensuring that the Board receives accurate, timely and clear information on:
a) the Group’s performance
b) the issues, challenges and opportunities facing the Group and
c) matters reserved to it for decision
• Ensuring compliance with the Board’s approved procedures, including the schedule of Matters Reserved to the Board and each Committee’s Terms of Reference.
• Engaging with the Board outside of formal meetings on a group or individual basis, as required.
• Initiating change and succession planning in Board appointments to build and maintain a highly effective Board.
• Ensuring effective communication between the Group and its shareholders and ensuring that members of the Board develop an understanding of the views of the major stakeholders.
• Ensuring that there is a properly constructed induction programme for new directors.
• Ensuring that the performance of the Board as a whole, its Committees, and individual directors is formally and rigorously evaluated at least once a year.

Chief Executive Officer – James Thomson

• Diligently performing such duties and exercising such powers as may from time to time be assigned by the Board and the Chairman for the successful running of the Group’s business.
• Proposing and developing the Group’s strategy and overall commercial objectives in close consultation with the Chairman and the Board.
• Maintaining relationships with major stakeholders.
• Together with the executive team, implementing the decisions of the Board and its Committees.
• Ensuring effective dialogue with the Chairman on the important and strategic issues facing the Group.
• Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information.
• Ensuring that he and the executive team comply with the Board’s approved procedures, including the schedule of Matters Reserved to the Board and each Committee’s Terms of Reference, and providing input on appropriate changes to the same.
• Keeping the Board alerted to forthcoming complex, contentious or sensitive issues affecting the Group.
• Providing information and advice on succession planning, to the Chairman, the Nomination Committee, and other members of the Board, particularly in respect of executive directors.
• Leading the communication programme with shareholders.
• Setting the Group’s culture and values from the top.

Senior Independent Director – Andrew Coppel, CBE

• Chairing Board and Nomination Committee meetings in the absence of the Chairman.
• Leading the annual evaluation of the Chairman’s performance and feeding back to the Board and Chairman.
• Leading the succession planning process for the Chairman.
• Acting as a sounding Board for the Chairman on Board and Nomination Committee matters.
• Being available to shareholders or other stakeholders if they have concerns about the Chairman, Chief Executive Officer or Chief Financial Officer, and intervene in any circumstances that arise from such concerns.
• Intervening in, and leading on, settlement discussions relating to any disagreements between the CEO and Chairman.
• Calling a meeting of the Non-Executive Directors if, in his reasonable opinion, it is necessary in relation to any of the matters above or otherwise.