Role of the board
The role of the Board of Directors
The Board is accountable to shareholders for managing the Company in a way which promotes its success. It ensures that there is a complementary balance in its strategy between promoting long-term growth and delivering short-term objectives.
The Board is primarily responsible for strategic direction and leadership, evaluating and managing risk and ensuring internal controls are in place. Its overriding duties are to run the Company as stewards for the Company’s stakeholders, with good governance, strong values and a safety-driven and ethical culture.
There is a formal schedule of matters specifically reserved for the Board’s decision which is reviewed regularly. A summary of the matters reserved for the Board is set out below. These are matters that are significant to the Group as a whole because of their potential strategic, financial and reputational implications or consequences. The Board has four principal Committees to deal with specific aspects of the Group’s affairs. The Chair of each Committee provides reports to the Board on the matters discussed at each Committee meeting to ensure that all Directors have visibility of and the opportunity to discuss the matters being considered by each Committee.
THE ROLE OF THE CHAIR
In addition to being a Board member accountable to the Company, the shareholders and other stakeholders, the key roles and responsibilities of the Chair include:
- leadership of the Board;
- developing appropriate Group objectives, plans, policies and strategies with delegated authority from the
Board and ensuring that these are implemented by the Chief Executive Officer, to build a sustainable
business for the long term;
- ensuring effective communication with shareholders, major customers, strategic and commercial
partners, regulators, host governments and other relevant stakeholders to maintain stakeholder
confidence in the management of the Company;
- leadership and oversight on all health, safety and environmental matters in the countries in which the
Group operates; and
- ensuring the Board determines the nature and extent of the principal risks the Group is willing to take to
achieve its strategic objectives.
THE ROLE OF THE CHIEF EXECUTIVE officer
In addition to being a Board member accountable to the Company, shareholders and other stakeholders, the key roles and responsibilities of the Chief Executive Officer include:
- responsibility for the executive management of the Group and leading the senior management team in the day to day running of the Group’s business;
- timely implementation of agreed strategy;
- planning human resourcing, staff development and management succession;
- together with the Chair overseeing compliance of the Group’s operations with all relevant health and
safety standards with special regard to environmental and social concerns;
- ensuring the Group’s risk profile is managed in line with limits which are deemed acceptable by the Board
and that an effective framework of internal controls and risk management is maintained; and
- recommending to the Board appropriate annual budgets and medium-term financial and production
plans and ensuring they are achieved.
THE ROLE OF THE DEPUTY CHAIR AND SENIOR INDEPENDENT DIRECTOR
In addition to being a Board member accountable to the Company, shareholders and other stakeholders, the key roles and responsibilities of the Senior Independent Director include:
- leading on Board governance matters including the annual review of Board effectiveness;
- chairing the Nomination Committee;
- promoting effective and constructive relationships and communication between non-executive Directors and executive Directors and senior management;
- acting as a sounding board for the Chair and ensuring that the other Directors have an intermediary through him when necessary;
- being the point of contact for shareholders and other stakeholders to discuss matters of concern which
would not be appropriate through the normal channels of communication with the Chair, Chief Executive Officer and Chief Financial Officer. No such matters of concern were raised during 2017; and
- meeting with a range of major shareholders when required to develop a balanced understanding of
investor issues and concerns and report the outcome of such meetings at subsequent Board meetings.
THE ROLE OF independent non-executive Directors
- providing an independent external perspective to the deliberations of the Board, drawing on their experiences from their careers in other businesses;
- constructively challenging the strategies proposed by the executive Directors and scrutinising the performance of management in achieving agreed goals and objectives;
- monitoring the Group’s risk profile;
- playing a key role in the functioning of the Board and its Committees; and
- providing between them an appropriate balance of skills, experience, knowledge and independent judgement.
CHANGES TO THE BOARD
In April 2017, the Company announced changes to the structure of the Board following the previous Chair, Simon Heale, informing the Company of his intention to step down from the Board after 11 years. It was the Board’s view, after careful consideration, that Oleg Novachuk, at the time Chief Executive Officer of the Company, was uniquely qualified to succeed Simon as Chair, to lead the Board and hold specific responsibility for strategy, government relations and business development. His knowledge, experience and relationships made him uniquely qualified for the role. Prior to the announcement in April 2017, in compliance with the UK Corporate Governance Code, we consulted our major institutional investors on this appointment and Oleg Novachuk became Chair on 1 January 2018.
As part of the changes described above, the Board, with the aim of maintaining the Group’s high standards of governance, appointed the Senior Independent Director, Michael Lynch-Bell, as Deputy Chair with effect from 1 January 2018. The Deputy Chair role expands the authority and responsibilities of the Senior Independent Director, leading on Board governance matters, including the annual review of Board effectiveness, the leadership of the Nomination Committee and acting as an intermediary between non-executive Directors and the Chair. The Deputy Chair role also provides a point of contact between the Company and independent shareholders, who may wish to raise issues with the Board other than through the Chair.
The Board has been strengthened by the appointment of Alison Baker on 9 October 2017 as an independent non-executive Director. A review of the membership of the Committees was conducted in conjunction with the changes to the Board structure and as a result, Michael Lynch-Bell was appointed Chair of the Nomination Committee and became a member of the Health Safety and Environment Committee and Alison Baker joined the Audit and Nomination Committees. Alison will succeed Michael as Audit Committee Chair during 2018. The scope of the roles and responsibilities of the Directors has been thoroughly reviewed and adapted to ensure that they are well-defined and that the division of responsibilities between the Chair, Chief Executive Officer and Deputy Chair are clear.
ARTICLES OF ASSOCIATION OF KAZ MINERALS PLC
matters reserved for the board