Cohesive Consistent Confident

Henry Boot PLC
Annual Report and Financial Statements for the year ended 31 December 2015
www.henryboot.co.uk
Stock Code: BHY
How the responsibilities of the Board are divided
The Chairman
Chief Executive
• Leads the Board in determining strategy and in the
achievement of its objectives;
• Facilitates the effective contribution of the Non-executive
Directors and constructive relations between Executive
and Non-executive Directors;
• Ensures that the continued development needs of the
Directors are identified and addressed;
• Has an oversight role and is available to all shareholders;
and
• Has overall responsibility for the Committees.
Group Finance Director
• Responsible for devising and implementing the Group’s
financial strategy, policies and risk; and
• Acts as Director of the subsidiaries and attends the
subsidiary board meetings.
Deputy Chairman & Independent Non-Executive Director
• Deputises for the Chairman;
• Constructively challenges the Executive Directors;
• Considers proposals on strategy;
• Ensures Board independence; and
• Monitors the implementation of the Group’s strategy within
its risk and control framework.
Independent Non-Executive Director
• Constructively challenges the Executive Directors;
• Considers proposals on strategy;
• Ensures Board independence; and
• Monitors the implementation of the Group’s strategy within
its risk and control framework.
Non-independent Non-Executive Director
• Represents the interests of major shareholders;
• Constructively challenges the Executive Directors; and
• Considers proposals on strategy.
• Has overall responsibility for the implementation of
strategy, annual budgets, interaction with the City and
market forecasts;
• Recommends Group strategy to the Board;
• Responsible for the day-to-day leadership and
management of the operational activities of the Group in
accordance with overall strategy and policy as determined
by the Board;
• Runs the Company and its subsidiaries;
• Acts as Chairman of the subsidiaries and attends the
subsidiary board meetings;
• Director responsible for Group health and safety matters;
• Allocates responsibilities for the running of subsidiary
companies, finance, company secretarial, legal, insurance,
communications, HR and IT to the department heads or
subsidiary Managing Directors as applicable; and
• Day-to-day operational management is devolved to
management within each subsidiary business.
Senior Independent Non-Executive Director
• Constructively challenges the Executive Directors;
• Considers proposals on strategy;
• Ensures Board independence;
• Monitors the implementation of the Group’s strategy within
its risk and control framework;
• Acts as a sounding board for the Chairman and an
intermediary for other directors; and
• Available to shareholders if they have concerns where
contact through the normal channels (the Chairman or the
Chief Executive Officer) has failed to resolve or for which
contact is inappropriate.
Group General Counsel & Company Secretary
• Supports the Chairman and Chief Executive Officer in
fulfilling their duties;
• Available to all directors for advice and support;
• Keeps the Board regularly updated on governance matters;
• Ensures Group policies and procedures are maintained and
updated on a regular basis;
• Attends and maintains a record of the matters discussed
and approved at Board and Committee meetings; and
• Company Secretary of the subsidiaries and attends at the
subsidiary board meetings.
Shareholder Information Financial Statements Governance Strategic Report
Overview
57