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Board responsibilities

The Board

The Board determines the strategic direction of Northern Foods plc and reviews its operating and financial position. It has a schedule of matters reserved for its decision, which is reviewed annually and which can only be amended by the Board itself. These matters include approval of overall group strategy and financial policy, membership of the Board and its committees, acquisitions and divestments, and major capital expenditure. All other matters relating to the management of the company are delegated to the Operating board.

Roles

The Board currently comprises the non-executive chairman, the chief executive, two other executive directors and four non-executive directors. Details of all Board members are provided on this website. There is a clear, written division of responsibility between the chairman and the chief executive.

The role of the chairman is to lead the Board, set the agenda and ensure its effectiveness. He is also responsible for ensuring that the directors receive accurate, timely and clear information, and for effective communication with shareholders.

The role of the chief executive is to manage the operations of the business and implement the Board’s strategies and is supported in these matters by the Operating board.

Board Committees

The Board has established three committees to which it has delegated specific responsibilities. These committees are the audit committee, the remuneration committee and the nomination committee and terms of reference are provided for each.

Audit committee overview

The audit committee is chaired by D Nish, and its other members are A J Hobson,
O G Ni-Chionna and T Illsley. Its main duties are to:

make recommendations on the appointment and remuneration of external auditors and to monitor their performance
approve and monitor the policy for non-audit services provided by the external auditors to ensure that the independence of the auditors is not compromised
review and advise the board on the company’s interim and financial statements, its accounting policies and on the control and mitigation of its financial and business risks
review the nature and scope of the work to be performed by the external and internal auditors, the results of their audit work and of the response of management
review and advise the board on the effectiveness of the company’s internal control environment, including its ‘whistleblowing’ procedures.

See more details in the audit committee terms of reference

Remuneration committee overview

The remuneration committee is chaired by O G Ni-Chionna, and its other members are
D Nish, R Bell and T Illsley.

The role of the committee is to determine the broad policy and framework for the remuneration of executive directors and senior managers. The committee also determines the nature and scale of incentive performance arrangements that encourage enhanced performance and which reward individuals in a fair and responsible manner for their contribution to the success of the business. In setting the remuneration policy for executive directors and senior managers, the committee also takes into account the reward policies for managers generally.

An integral part of the role of the remuneration committee is to carry out an appraisal of the performance of the chief executive.

The Directors’ remuneration report. provides furthern information.

See more details in the remuneration committee terms of reference

Nomination committee overview

The nomination committee is chaired by A J Hobson, and its other members are
O G Ni-Chionna, R Bell, D Nish and T Illsley.

The committee meets to review the structure, size and composition of the board. When the need for a new director is identified, the criteria in respect of the background and competencies of potential candidates is approved by the board before the search is started. The specification is drawn up after consideration of the skills, knowledge and experience of existing board members. The committee also ensures that candidates have enough time available to devote to the position.

The committee also reviews annually the need for succession planning, particularly for the chairman, chief executive and other key board positions, and makes recommendations accordingly.