Investor relations
 

The Board, which is responsible to shareholders for leading, developing and protecting the interests of the Company, comprises five Non-Executive Directors and four Executive Directors, the details of whom are contained on pages 38 and 39.

 

There is a clear division of responsibilities at the head of the Company through the separation of positions of the Non-executive Chairman, Lord Fraser and the Chief Executive Officer, Dr Paul Davies. The Non-Executive Directors are of varied backgrounds and experience and the Board considers them to exercise independent and objective judgment.

 

Matters reserved specifically for the Board are clearly laid down. The Board: sets and monitors strategy; reviews business plans, trading performance and overhead costs; approves major capital investment projects; examines acquisition opportunities; divestment possibilities and significant financial and operational issues; and reviews and approves the Company’s financial statements and control and risk management systems. In executing these responsibilities the Board relies on the receipt of accurate, timely and clear information, the dissemination of which is the responsibility of the Chairman. All other authorities are delegated by the Board, supported by appropriate controls, to the Chief Executive Officer on behalf of senior management.

 

Evaluation of the performance of Directors, the Board and its committees is undertaken as follows: the Executive Directors are evaluated by the Non-Executive Directors in informal session; the Chairman is evaluated by the other Non-Executive Directors, lead by the Senior Independent Non-Executive Director, taking into account the views of the Executive Directors; the Committees are evaluated by the senior Non-executive along with the Chief Executive taking into account the views of the other Executive Directors; the Non-Executive Directors, excluding the Chairman, are evaluated by the Chairman and Chief Executive, taking into account the views of the other Executive Directors; and the Board as a whole evaluates its own performance by consolidating and discussing the reviews set out above.

 

Viscount Asquith is the senior independent Non-Executive Director and, at the Board’s request, maintains a special interest in the strategic issues in PPC, supporting the JKX Executive Directors and the PPC senior management as required.

 

All Directors have access to the services of the Company Secretary and may, if needed, obtain independent professional advice, at the Company’s expense, in the execution of their duties.

 

In addition to Board meetings, the Non-Executive Directors meet in private session both as a group and without the Chairman, at least annually.

 

It is confirmed that all the Non-Executive Directors have sufficient time to fulfill their commitments to the Company and that no Executive Director holds a Non-Executive Directorship, nor chairmanship, in a FTSE 100 company.

 

 




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