There is a clear division of responsibilities between the Chairman and Group CEO.
The Chairman is responsible for the leadership of the Board and is pivotal in the creation of the conditions necessary for overall board and individual director effectiveness, both inside and outside of the boardroom. It is also the Chairman's role to ensure effective communication with the Association Members and to chair General Meetings.
The Group CEO is responsible for the day to day management of the business, in line with the strategy and long term objectives approved by the Board. The Group CEO may make decisions in all matters affecting the operations, performance and strategy of the Group's businesses, with the exception of those matters reserved for the Board or specifically delegated by the Board to its Committees, executive committees or subsidiary company boards.
Role of the Chairman
The Chairman is expected to be independent on appointment and is expected to remain independent throughout his tenure.
To promote and oversee the highest standards of corporate governance within the Board and the Company.
To lead the Board and in particular discussions on all proposals put forward by the executive team.To set an agenda for the Board which is:
- focused on strategic matters;
- forward looking;
- evaluates and oversees current business.
To ensure that Board members receive accurate, timely and clear information to enable them to monitor performance, make sound decisions and give appropriate advice to promote the success of the Company.
To manage Board meetings so that sufficient time is allowed for the discussion of complex or contentious issues and that all members' contributions are encouraged and valued.
To chair, serve on or attend Committees of the Board.
To maintain an effective and balanced team, initiate change and, supported by the Nomination and Governance Committee, plan non-executive director succession.
To encourage active engagement by all members of the Board.
To create the conditions for overall Board and individual director effectiveness including promotion of an appropriate induction programme for new directors, creating the opportunity for maintenance of the relevant skills and knowledge required to fulfil the director role on the Board and its committees. Also ensuring the Board undertakes an annual evaluation of its own performance, that of its committees and that of individual directors, including the Chairman.
To take the lead in identifying and meeting the development needs of individual directors and to address the development needs of the Board as a whole with a view to enhancing its overall effectiveness as a team.
To ensure effective communication with Association Members and ensure that members of the Board develop an understanding of the views of Association Members.
To propose, in conjunction with colleagues, new candidates for Association Membership.
To be a sounding board and mentor to the Group CEO.
If a new Group CEO is required, to lead the process for identifying suitable successors and to chair the Nomination and Governance Committee recommending a candidate or candidates to the Board.
To represent Bupa with external parties (in addition to the Group CEO).
The Group CEO
The Group CEO has full power to lead and manage the business.
The Group CEO proposes, implements and reports on the strategic direction of the Group as well as particular divisional and business strategies and initiatives.
The Group CEO annually brings forward to the Board both three year plans and annual operating plans; once adopted they are responsible for their implementation and delivery and reports on progress at frequent and regular intervals.
All members of the senior management team report directly to the Group CEO. They are responsible for appraising the performance of each member of the team, encouraging their development and further training, where necessary replacing them, recruiting replacements whether internally or externally and formulating remuneration proposals for remuneration committee decision making.
The Group CEO, as does the Chairman, represents the Company with all external audiences both in the UK and in relevant overseas territories. The Group CEO takes lead responsibility for the maintenance and development of Bupa's reputation and relationships with the media, regulators, governments, local communities, supplier, customer, trade bodies and other stakeholders.