RWS Annual Report 2022 web - Flipbook - Page 75
During the reporting period, the Board comprised the
CEO and CFO as Executive Directors, the Chairman and
four Non-Executive Directors until 27 July 2022 when
Julie Southern was appointed, bringing the number of
Non-Executive Directors to five. The Executive Directors
have direct responsibility for business operations,
whilst the independent Non-Executive Directors have a
responsibility to bring independent, objective judgement
to bear on Board decisions. The CFO, Desmond Glass,
stepped down in April 2022 and was replaced on an
interim basis by Rod Day. Candida (Candy) Davies was
appointed as Chief Financial Officer with effect from 3
October 2022.
members of the Executive Team for further assessment
via the established risk management framework. Due to
his prior relevant experience, Desmond Glass also served
as Company Secretary and was charged with ensuring the
delivery of clear and accurate management information to
the Board to allow for timely deliberation and subsequent
communication of agreed actions. In April 2022, Desmond
stepped down and Rod Day took on the role of CFO on
an interim basis and Christopher Lewey was appointed as
Acting Company Secretary. On 3 October 2022, Candida
(Candy) Davies was appointed as Chief Financial Officer
and Jane Hyde became our General Counsel and Company
Secretary.
The Board considers that all the Non-Executive Directors
are independent in character and that there are no
relationships or circumstances which are likely to affect
their independent judgement.
BOARD COMMITMENTS
The Board believes that, as a collective, the Directors have
the necessary blend of sector, financial and public market
skills and experience, along with an effective balance of
personal qualities and capabilities. Directors keep their
skillset up to date in a number of ways: through active
membership of professional organisations and institutes;
through fulfilment of associated continuing professional
development (CPD) requirements; through specific
training; by participating in business network groups;
through holding non-executive positions with other public
and private companies; and by maintaining active and
highly relevant full-time employment.
A summary of the relevant experience of each of the
Directors can be found on pages 70 to 72.
EXECUTIVE ROLES AND
RESPONSIBILITIES
The Chairman, Andrew Brode, leads and chairs the Board.
Further details of the Chairman’s role can be found in the
Chairman’s corporate governance introduction on page 66.
The CEO, Ian El-Mokadem, provides leadership and
management to the Group and its Executive Team. The
CEO drives the development of objectives, strategies
and performance standards whilst also overseeing key
risks across all divisions of the Group. The CEO also plays
a lead role in devising and implementing the Group’s
corporate strategy and in investor relations to ensure
that communications with the Group’s shareholders and
financial institutions are maintained.
The Board held ten scheduled board meetings in the year.
The Board is tasked with developing the overall structure
and direction of the business, ensuring that appropriate
delegations of authority are communicated throughout
the Group, monitoring Executive Director performance,
reviewing the monthly operational and financial
performance of the Group and formally approving the
annual budget and audited financial statements of the
Group. The Board also reviews and approves the formal
risk register presented by the CFO bi-annually. Various
members of the Group’s Executive Team are invited to
certain Board meetings to report on their particular areas
of responsibility.
Each Board meeting is preceded by a clear agenda and
relevant information is provided to Directors in advance
of the meeting. The Chairman and the Company Secretary
have responsibility to ensure that all Directors receive
relevant Board papers in a timely fashion in order to
facilitate a full and effective discussion of matters during
Board meetings.
The Non-Executive Directors are expected to dedicate
not less than one day per month to fulfil their duties. This
includes, but is not limited to, preparation and attendance
of Board meetings of the Company and, where agreed,
other Group companies and the general meeting of the
shareholders of the Company.
The Group believes it has effective procedures in place to
monitor and deal with potential conflicts of interest. The
Board is aware of the other commitments and interests
of its Directors, and changes to these commitments and
interests are reported to and, where appropriate, agreed
by the rest of the Board.
During FY22 Desmond Glass was CFO until April 2022,
when he stepped down and was replaced on an interim
basis by Rod Day. The CFO is responsible for shaping
and executing the financial strategy of the Group. In
this role he also supports the Group’s investor relations
programme and corporate development efforts. The CFO
also has responsibility for identifying the broad marketrelated risks and collating specific potential risks from the
GOVERNANCE REPORT RWS — Annual Report 2022
75
