Responsibilities of the Chief Executive Officer Management 1. Responsible for running the Company. Manages the business, exercising executive stewardship of the Company’s physical, financial and human resources. 2. Responsible for the organisation of the Company, and for the appointment of senior managers. 3. Ensures that such action is taken as is necessary to secure the timely and effective implementation of the policies and strategies set by the Board and of decisions taken by or on behalf of the Board. 4. Is responsible, in consultation with the relevant executive directors and the Nomination and Corporate Governance Committee, for effective succession planning and for the development of senior managers to ensure planned succession to their appointments as the need arises. 5. Attends Remuneration Committee meetings except on matters concerning the Chief Executive Officer. Strategy and Operations 6. In association with the Executive Chairman, directs the corporate development activities of the Company, Subsidiaries and Associated Companies and ensures proposals for major new licensing arrangements, mergers, acquisitions, divestments, closures and significant operational developments are properly evaluated, prior to their presentation to the Board for approval. 7. Responsible for effective strategic planning for the Company and for preparing policies and strategies, including the annual budget, for submission to the Board. 8. Ensures that appropriate policies and strategies are adopted within the Company, that these policies and strategies are implemented effectively, that performance is effectively monitored and that guidance or direction is given where appropriate. Governance 9. Identifies candidates for appointment as executive directors. Is a member of any Board Committee and acts as an officer of any Subsidiary or Associated Company or holds any other appointment or office as nominee or representative of the Company or any Subsidiary or Associated Company as directed by the Board 10. With the participation, as appropriate, of the Executive Chairman, is responsible for public relations, including relations with the Company’s shareholders, the financial community, other public organisations, other companies, the media and the public generally. 11. Responsible for keeping the Executive Chairman informed on all matters that may be of importance to the Group, including its current performance and progress. Page 1 of 2 Responsibilities of Executive Chairman Strategy and Operations 1. Works with the Chief Executive Officer in formulating the overall objectives and strategic direction of the Group. 2. Ensures that the Board agrees corporate objectives, strategies and plans and has an effective system for monitoring broad progress towards their effective implementation and achievement. 3. In association with the Chief Executive Officer, directs the corporate development activities of the Company, Subsidiaries and Associated Companies and ensures proposals for major new licensing arrangements, mergers, acquisitions, divestments, closures and significant operational developments are properly evaluated, prior to their presentation to the Board for approval. Governance 4. Manages the business of the Board and chairs its meetings; seeks agreement between directors and ensures that decisions are reached. Chairs the Company’s general meetings. 5. Reviews the Chief Executive Officer’s proposals to the Board and Nomination and Corporate Governance Committee for appointments as executive directors of the Company, and on the retirement and removal of directors from office. 6. Reviews the remuneration and conditions of service of executive and non- executive directors. 7. Ensures that the Company’s external relationships with shareholders, the City and the media are positive and well co-ordinated. 8. Reviews the structure of the Board to ensure, in consultation with the Chief Executive Officer, that an appropriate proportion of executive and non- executive directors is maintained, with the right balance of experience, ensuring an adequate Board and management succession plan is in place. Is a member of any Board Committee and acts as an officer of any Subsidiary or Associated Company or holds any other appointment or office as nominee or representative of the Company or any Subsidiary or Associated Company as directed by the Board 9. Ensures that the corporate governance of the Group is maintained in line with current best practice policies agreed by the Board. To include assessing and improving Board performance and overseeing induction and development of Non-Executive Directors. 10. Ensures that the Board addresses the major issues of the Company, and that these issues are presented in a manner which facilitates thorough discussion and the appropriate resolution. Page 2 of 2 Matters Reserved for the Board Requirements of Companies Act/Other Legislation 1. *Approval of interim and final financial statements. 2. *Approval of Annual Report and accounts and of Form 20-F. 3. *Approval of the interim dividend and recommendation of the final dividend. 4. *Approval of any significant changes in accounting policies or practices 5. *Appointment or removal of the company secretary` 6. *Remuneration of the auditors and recommendations for the appointment or removal of auditors. 7. Resolutions and corresponding documentation to be put forward to shareholders at a General Meeting. Stock Exchange/Financial Services Authority 8. *Approval of all circulars and listing particulars. 9. *Approval of press releases concerning matters decided by the board. Board membership and board committees 10. *Board appointments and removals and any special terms and conditions attached to the appointment. 11. *Terms of reference of chairman, chief executive and other executive directors. 12. *Terms of reference and membership of board committees. Management 13. Approval of the group’s long term objectives and commercial strategy. 14. Any revision of sourcing, development and commercialisation of medicinal products which amounts to a material alteration to the general nature of the business or a fundamental change in the strategy of the company. 15. Approval of the annual operating and capital expenditure budgets. 16. Changes relating to the group’s capital structure or its status as a plc. 17. Appointments to and removals from boards of non-dormant subsidiaries. 18. *Terms and conditions of directors and senior executives. 19. Changes to the group’s management and control structure. 20. Approval of any new share issue other than on exercise of options. Cadbury/Combined Code recommendations; expenditure; contracts 21. Any capital or operating expenditure which would lead to the annual budget being exceeded in total. 22. Material, either by reason of size or strategically, contracts of the company or any subsidiary in the ordinary course of business, eg bank borrowings above £300,000 and acquisition or disposal of fixed assets above £200,000, (unless the contract and relevant expenditure are specifically included in the annual budget). 23. Contracts of the company or any subsidiary not in the ordinary course of business, (unless the contract and relevant expenditure are specifically included in the annual budget). 24. Approval of any agreement with a third party involving the acquisition/disposal/licensing of intellectual property rights or sales and marketing rights for any product in any territory where the consideration exceeds £100,000 or where the future assets or liabilities of the group are materially affected. 25. Giving of any guarantee or indemnity to secure the liabilities or obligations of any one person (other than a wholly owned subsidiary of the company). 26. Creation of any fixed or floating charge or other encumbrance over the whole or any part of the undertaking, property or assets of the company or any subsidiary of the company, except for the purpose of securing the indebtedness of the company to its bankers for sums borrowed in the ordinary and proper course of the business. 27. Major investments including the acquisition or disposal of interests of more than 5 percent in the voting shares of any company or the making of any takeover bid. 28. The entering into of any arrangement with creditors, or the doing or permitting or suffering to be done of any act or thing whereby the company may be wound up (whether voluntarily or compulsorily). 29. Risk management strategy. 30. Treasury policies including foreign currency exposure. Miscellaneous 31. Review of the company’s overall corporate governance arrangements 32. Major changes to the Group’s pension arrangements. 33. Major changes in employee share schemes and the allocation of executive share options. 34. Formulation of policy regarding charitable donations. 35. Political donations. 36. Approval of the company’s principle professional advisers and consultants. 37. Prosecution, defence or settlement of litigation involving above £100,000 or being otherwise material to the interests of the company. 38. Internal control arrangements. 39. Health & Safety policy. 40. Environmental policy. 41. Directors’ & Officers’ liability insurance. 42. This schedule of matters reserved for board decisions. Items marked * are not considered suitable for delegation to a committee of the board, eg because of Companies Act requirements or because, under the recommendations of the Cadbury Report or Combined Code, they are the responsibility of the audit, nomination and corporate governance or remuneration committee, with the final decision required to be taken by the board as a whole.
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