Role of the board
The board has ultimate responsibility for ensuring that the company is properly managed and achieves the strategic objectives it sets. It has an agreed schedule of matters reserved for the board, which includes setting long term strategic and business objectives, overseeing the company’s internal control systems and ensuring that appropriate resources are in place to enable the company to meet its objectives.
The board meets at least ten times in each calendar year and convenes additional meetings as and when required. Details of the number of board and committee meetings and the attendance of the directors at those meetings, for the year ended 31 March 2007, are set out in the Corporate Governance Report in the Annual Report.
The Chairman has prime responsibility for the effective workings of the board and agrees the agenda in consultation with the Group Chief Executive and Company Secretary.
Papers, including minutes of board committees held since the previous board meeting and reports from each of the executive directors responsible for the group’s operating businesses or key central functions, are circulated in advance of each meeting. In addition to the board meetings, the Chairman meets with the non-executive directors without the executive directors present.
The non-executive directors, led by the senior independent non-executive director, also have an annual meeting where there is an opportunity for them to meet without the Chairman to appraise the Chairman’s performance.
The Group Chief Executive is responsible for the executive management of all of the group’s businesses and for implementing board strategy and policy within approved budgets and timescales. The Group Chief Executive is supported by the Executive Committee. Membership of the Executive Committee is shown on page 25 of the 2007 Annual Report and comprises the executive directors and senior managers responsible for key central and operational functions.
Procedures are in place which allow directors to take independent professional advice in the course of their duties and all directors have access to the advice and services of the Company Secretary. Where a director has a concern over any unresolved business he is entitled to require the Company Secretary to minute that concern. Should he later resign over this issue, the Chairman will bring it to the attention of the board.
Severn Trent purchases directors and officers’ liability and indemnity insurance to cover its directors and officers against the costs of defending themselves in civil proceedings taken against them in that capacity and in respect of damages resulting from the unsuccessful defence of any proceedings.
