RWS AR 23 Final Single pages - Flipbook - Page 75
The Board considers that all the Non-executive Directors
are independent (save for Andrew Brode who is not
deemed independent due to his previous executive role at
RWS) and that there are no relationships or circumstances
which are likely to a昀昀ect their independent judgement.
The Board believes that, as a collective, the Directors have
the necessary blend of sector, 昀椀nancial and public market
skills and experience, along with an e昀昀ective 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 ful昀椀lment of associated continuing professional
development requirements; through speci昀椀c 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.
DIVISION OF ROLES AND
RESPONSIBILITIES
The Chairman, Julie Southern, leads the Board and has
overall responsibility for corporate governance and
promoting the values of the Group, both internally to
colleagues and externally to the broader stakeholder
group. She is involved in developing a strategy for
the Group and supporting investor relations and
communication between the Group and its shareholders.
A key part of the Board’s commitment to high standards
of governance is an active dialogue with its shareholders.
She is also involved in the evaluation of potential
acquisition targets that 昀椀t within prescribed selective
criteria, to further grow the Group.
The CEO, Ian El-Mokadem, provides leadership and
management to the Group and its Executive Team, who
manage the day-to-day operations of the Group. 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
昀椀nancial institutions are maintained.
Candida Davies, our CFO, is responsible for shaping and
executing the 昀椀nancial strategy of the Group. In this role
Candida also supports the Group’s investor relations
programme and corporate development e昀昀orts.
Jane Hyde, our General Counsel and Company Secretary,
holds overall responsibility for the Group’s legal,
governance and risk management functions. Jane
attends all Board and Committee meetings, ensures
timely dissemination of information to the Board,
supports the Board with inductions, training and
evaluations, advises on all corporate governance matters,
and acts as a point of contact for shareholders. Jane also
has responsibility for risk management and collating
speci昀椀c potential risks with the members of the Executive
Team for further assessment via the established risk
management framework.
BOARD COMMITMENTS
The Board held seven 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 昀椀nancial performance of the Group and formally
approving the annual budget and audited 昀椀nancial
statements of the Group. The Board also reviews and
approves the formal risk register presented by the
General Counsel and Company Secretary. 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 are responsible for ensuring that all Directors
receive relevant Board papers in a timely fashion to
facilitate a full and e昀昀ective discussion of matters during
Board meetings.
The Non-executive Directors are expected to dedicate not
less than one day per month to ful昀椀lling 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 e昀昀ective procedures in place to
monitor and deal with potential con昀氀icts 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.
Our Senior Independent Director, Lara Boro, acts as
a sounding board for the Chairman and a trusted
intermediary for other Board members, leads the
Chairman's performance review and succession process,
and acts as an additional point of contact for shareholders.
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
75
