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Role of the Senior Independent Director

The Board will appoint one of the independent Non-Executive Directors to be the Senior Independent Director, to provide a sounding board for the Chairman and to serve as an intermediary for the other directors where necessary.

The SID, in common with all Non-Executive Directors, has the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the company by directing the Company's affairs. 

In addition, the SID will:

A. Duties Relating to Association Members

  • Be available to Association Members if they have concerns which contact through the normal channels of Chairman or Group CEO has failed to resolve or for which such contact is inappropriate.

B. Duties Relating to the Chairman 

  • Act as a sounding board for the Chairman and Group CEO on board and Association Member matters.
  • Chair the Nomination and Governance Committee when it is considering succession to the role of Chairman of the Board.
  • Be a conduit, as required, for views by other Non-Executive Directors on the performance of the Chairman, and chair a formal annual session of the Nomination and Governance Committee members (excluding the Chairman) to agree the Chairman's objectives and review his performance.
  • Conduct the Chairman's annual performance appraisal.
  • Consider the initial fee proposals for the Chairman for the Board to consider and approve.
  • Be the focal point for board members for any concerns regarding the Chairman, or the relationship between the Chairman and the Group CEO. 

C. 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 Chairman or other board members if it should seem that the Board is not functioning effectively.