Corporate governance

The Board

The role of the Board

The Board is collectively responsible for the long-term success of the Company by creating value for shareholders and always acting in their interests. It assesses whether the necessary financial and human resources are in place to enable the Company to meet its objectives as well as ensuring that it takes into account safety, environmental and social factors when reviewing operations and taking decisions.

Specifically the Board must:

  • provide entrepreneurial leadership;

  • understand and monitor risk;

  • develop the business model, consider and approve strategy, approve annual operating plans and major transactions;

  • ensure the adequacy of management resources and make executive appointments including that of Chief Executive;

  • challenge and support executive management, oversee the governance process and the control framework; and

  • report to shareholders and be accountable to them.

A schedule of the matters reserved for the Board's attention is reviewed annually and was most recently reviewed in December 2025. The schedule sets out the Board's ultimate responsibility for the Group's strategy, operations and risks and reserves to the Board power to approve a range of decisions of a significant nature.

The schedule can be downloaded here.

Composition of the Board

  • Richard Solomons – Chair

  • Thérèse Esperdy – Non-Executive Director and Chair-designate

  • Mike Duffy – Chief Executive

  • Paul Edgecliffe-Johnson – Chief Financial Officer

  • Brian Baldwin - Non-Executive Director

  • David Frear - Non-Executive Director

  • Sally Johnson - Non-Executive Director

  • Sam Mitchell – Non-Executive Director

  • John Pettigrew - Senior Independent Director and Non-Executive Director

  • Leanne Sheraton – Non-Executive Director

  • Cathy Turner – Non-Executive Director

Click here for details of our Board of Directors.