Role of the Senior Independent Director
Cath Keers is the Senior Independent Director. Her role is to serve as a conduit for Association Members and Directors who may have concerns that have not been resolved through other channels, to act as a sounding board for the Chair and Group CEO on Board and Association Member matters and to lead the annual review of the Chairman's performance.
The Senior Independent Director's key accountabilities are:
Duties relating to Association Members
- Be available to Association Members if they have concerns which contact through the normal channels of Board Chair or Group CEO has failed to resolve or for which such contact is inappropriate
Duties relating to the Board Chair
- Act as a sounding board for the Chair and Group CEO on board and Association Member matters
- Be a conduit, as required, for views by other Non-Executive Directors on the performance of the Board Chair, and chair a formal annual session of the Nomination and Governance Committee members (excluding the Board Chair) to agree the Board Chair's objectives and review his performance
- Conduct the Board Chair's annual performance appraisal
- Consider the initial fee proposals for the Board Chair for the Board to consider and approve
- Lead the process and chair the Nomination and Governance Committee, or other forum, when considering succession to the role of Chair of the Group Board
- Be the focal point for board members for any concerns regarding the Board Chair, or the relationship between the Board Chair and the Group CEO
- Act as a trusted intermediary for Group Non-Executive Directors where this is required to help them to challenge and contribute effectively
- Take the initiative in discussion with the Group Board Chair or other board members if it should seem that the Board is not functioning effectively
Duties relating to the Board
- Act as a trusted intermediary for Non-Executive Directors where this is required to help them to challenge and contribute effectively
- Take the initiative in discussion with the Board Chair or other board members if it should seem that the Board is not functioning effectively
Role of the Non-Executive Directors
The Non-Executive Directors provide an independent view on the running of our business, governance and boardroom best practice. They oversee, constructively challenge and hold to account, management in their implementation of strategy within the Group’s system of governance and the risk appetite set by the Board.
The Non-Executive Directors’ key accountabilities are:
- Providing an external and independent view on the running of the business, governance and best boardroom practice
- Providing independent counsel to the Board Chair and Group CEO
- Providing independent oversight and challenge and ensuring, with the Board of the Company as a whole, the effective implementation of Board and Committee decisions by the Group CEO and the executive
- Providing original input and contribution to Board meetings and, where appropriate, constructive challenge of processes and procedures
- Providing scrutiny of executive and business performance in meeting agreed strategy, plan, goals and objectives, as well as monitoring reporting of performance
- Ensuring Bupa delivers good outcomes for its customers
- Ensuring, with the Board as a whole, that the Group is operating within the risk appetite and Risk Management Framework agreed by the Board
- Participating in Board Committees as necessary
- Regularly updating and refreshing their skills, knowledge and familiarity with the business, risks to the business and the regulatory environment