Role of the Board
The Company is headed by a Board of Directors. Its key responsibilities are summarised in the table below. The Group’s delegated authorities policy was subject to a detailed review and updated in November 2016 and remains fit for purpose. It includes matters reserved for the Board. Examples of Board reserved matters are also set out in the table below.
- Set objectives and strategy for delivery of value to Shareholders.
- Monitor management performance against strategy and targets.
- Provide constructive challenge to management proposals and activity.
- Stewardship of the Group’s resources and overall responsibility for management of the Group to ensure long-term viability, sustainability and growth of the business.
- Ensure engagement with stakeholders and consideration of stakeholders interests in decision-making.
- Ultimate responsibility for risk appetite and management.
Examples of Reserved Matters
- Group strategy and budgets.
- Constitution and the structure of the corporate Group and its capital.
- Annual and half-year reports and financial statements, and the declaration of dividends.
- The Group’s principal banking facilities and hedging arrangements.
- Material sales, lettings, acquisitions and joint ventures.
- Risk appetite and insurance programme.
- Appointment of Non-Executive Directors, Executive Directors and Company Secretary.
- Policies relating to whistleblowing, bribery, data protection, anti-facilitation of tax evasion, modern slavery and business continuity
The Board has delegated certain responsibilities to the Remuneration, Audit and Nomination Committees. The terms of reference of those committees can be found on the Group’s website at www.harworthgroup.com/investors/governance. Those terms of reference were last updated in December 2017.
The Board is made up of the Chairman, Chief Executive, Finance Director and five Non-Executive Directors.
The Board considers that its Non-Executive Directors bring the requisite judgement, knowledge and experience to the Board’s deliberations. They have no financial or contractual interests in the Group, other than interests in Ordinary Shares as disclosed in the Directors’ interests in Ordinary Shares section of the Directors’ remuneration report.
The composition of the Board is reviewed regularly by the Nomination Committee to ensure an effective balance of skills and experience on the Board.
Roles of the Executive Committee
The Executive Committee has responsibility for implementing the Group’s strategy and oversight of day-to-day management of the Group’s business, with reference to, and challenge from, the Board on Board reserved matters.
It comprises the Chief Executive, Finance Director and Group General Counsel and Company Secretary, together with: the Managing Director, Capital Growth; the Executive Director, Income Generation; and the Director, Acquisitions.
Role of the Senior Management Team
The Senior Management Team comprises ten senior employees who lead each of the Group’s business segments, being: Strategic Land; Major Developments; Business Space; Building Delivery; Natural Resources; Operations; EES; HR; Communications and Finance.
Each member of the Senior Management Team reports to a member of the Executive Committee. As well as ensuring that certain matters are reserved to the Board, the Group’s delegated authorities policy ensures that operational decisions are made at the most appropriate level in the business.