The Board is appointed by shareholders, who are the owners of the company. The Board’s principal responsibility is to act in the best interests of shareholders as a whole, within the legal framework of the 2006 Act and taking into account the interests of all stakeholders, including employees, customers, suppliers and communities. Ultimate responsibility for the management and long-term success of the group rests always with the Board, notwithstanding the delegated authorities framework detailed below.
- Develops strategy, grows shareholder value, provides oversight and corporate governance, and sets the tone from the top.
- Provides entrepreneurial leadership of the group, driving it forward for the benefit, and having regard to the views, of its shareholders and other stakeholders.
- Governs the group within a framework of prudent and effective controls, which enable risks to be assessed and managed to an appropriate level.
- Approves the group's strategic objectives.
- Ensures that sufficient resources are available to the Group to enable it to meet strategic objectives.
The Board delegates authority to manage the business to the Chief Executive Officer (CEO) and also delegates other matters to its Committees and management as appropriate. The Board has formally adopted a schedule of matters reserved to it for its decision.
The CEO in turn chairs the Executive Committee for day to day management matters and delegates other matters to various Management Committees.
See the latest Annual Report for detailed Board activities.
Charter of Expectations and Role Profiles
The Charter of Expectations and Role Profiles sets the role profiles for all of the key positions on the Keller Group plc Board, and states the expectations that are demanded of each of the Directors.
It is available on our website so that there is complete transparency of the standards we set ourselves for all our stakeholders. The performance of the Board and Board Committees and of each of the Directors individually is measured against these expectations.
Board Diversity Policy
The Board currently comprises seven Directors, with three out of the four Non-executive Directors being female (43%). Our Board membership includes representation from North America (US) and Europe (Britain, Ireland and Sweden) and we have one Board Director from an ethnic minority background.
As per our Board Diversity Policy, the selection of candidates is made based on merit and the individual appointee’s ability to contribute to the effectiveness of the Board. All appointments and succession plans seek to promote diversity of gender, ethnicity, skills, background, knowledge, international and industry experience and other qualities.
The Board aims to meet industry targets and recommendations wherever possible. This include our objective of meeting the diversity targets recommended by the Hampton-Alexander and Parker Reviews.
We also aim to develop a strong pipeline of diverse candidates for executive Board roles and for the Executive Committee with a goal of ensuring that it is made up of an appropriate balance of skills, experience and knowledge required to effectively oversee the management of the company in the delivery of its strategy.
- Audit and Risk Committee - Oversees the group’s financial and non-financial reporting, risk management (including TCFD) and internal control procedures and the work of its internal and external auditor.
- Nomination and Governance Committee - Reviews the composition of the Board and senior management, and plans for its progressive refreshing with regard to balance and structure as well as succession planning, taking account of evolving legal and regulatory requirements as well as stakeholders’ expectations. Responsible for governance matters.
- Remuneration Committee - Determines the framework, policy and levels of remuneration of the Executive Directors and senior executives.
- Environment Committee - Oversees the Board’s responsibilities in relation to environmental matters, including climate-related matters and TCFD.
- Social and Community Committee - Understands the key concerns of the workforce and wider stakeholders, apart from shareholders.
The Board has established two committees for the purpose of effecting routine and administrative matters relating to share plans and banking facilities for the company and its subsidiaries. These are: the Share Plans Committee; and the Bank Guarantees and Facilities Committee.
The Disclosure Committee is responsible for inside information determination and advice on scope and content of disclosures to the market.
More information on Keller's other committees and governance framework:
Compliance with UK Corporate Governance Code
Throughout the financial year ended 31 December 2021, the group applied the principles and complied with the provisions set out in the UK Corporate Governance Code 2018 (the ‘Code’). The Code is publicly available at the website of the Financial Reporting Council (www.frc.org.uk). Further information on compliance can be found in our Annual Report and Accounts.
Section 172 statement
As a Board, we have always taken decisions for the long term. Collectively and individually, our aim is always to uphold the highest standards of conduct. We understand that our business can only grow and be successful over the long term if we understand and respect the views and needs of our employees, customers and the communities in which we operate, as well as our suppliers, the environment and the shareholders to whom we are accountable.
Non-financial and sustainability information statement (TCFD)
In meeting the requirements of Listing Rule 9.8.6.R we have concluded that:
- We comply with TCFD recommended disclosures around governance, risk management, and metrics and targets.
- We partially comply with TCFD recommended disclosures around strategy.
Further information is available in the following document.