Role of Board
Informa plc is the ultimate holding Company of the Informa Group of companies (the Group or Informa) and is controlled by its Board of Directors. The Board members are set out on pages 36-37 of the Annual Report 2011. The Board’s main roles are to create value for shareholders, to provide entrepreneurial leadership of the Group, to approve the Group’s strategic objectives and to ensure that the necessary financial and human resources are made available to enable those objectives to be met.
A schedule which sets out the matters reserved for the Board’s approval is reviewed and updated annually. The specific responsibilities reserved for the Board include:
- approving the Group’s long-term objectives and commercial strategy;
- approving the Group’s annual operating and capital expenditure budgets;
- reviewing operational and financial performance;
- approving major acquisitions, disposals and capital projects;
- reviewing the Group’s systems of internal control and risk management;
- reviewing the environmental, health and safety policies of the Group;
- approving appointments to, and removals from, the Board and of the Company Secretary;
- approving policies relating to Directors’ remuneration; and,
- reviewing the dividend policy and determining the amounts of dividends.
The Board has delegated the following activities to the Executive Directors:
- the development and recommendation of strategic plans for consideration by the Board that reflect the longer-term objectives and priorities established by the Board;
- implementation of the strategies and policies of the Group as determined by the Board;
- monitoring of the operating and financial results against plans and budgets;
- monitoring the performance of acquisitions and investments against plans and objectives;
- prioritising the allocation of capital, technical and human resources; and
- developing and implementing risk management systems.
Schedule of Matters Reserved for the Board.
Roles of the Chairman, Chief Executive and Senior Independent Director