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 Companies Act 2006 and taking into account the interests of all stakeholders. Ultimate responsibility for the management and long-term success of the group rests with the Board.
The Board is responsible for:
- Developing strategy, growing shareholder value, and providing oversight and corporate governance
- Providing entrepreneurial leadership of the group, driving it forward for the benefit, and having regard to the views of its shareholders and other stakeholders
- Governing the group within a framework of prudent and effective controls, which enable risk to be assessed and managed to an appropriate level
- Approving the group's strategic objectives
- Ensuring that sufficient resources are available to enable it to meet those objectives
The Board delegates authority to manage the business to the Chief Executive Officer and also delegates other matters to Board Committees and management as appropriate. The Board has formally adopted a schedule of matters reserved for its decision.
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. We publish it 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 our four Non-executive Directors all being female (57%). Our Board membership includes representation from North America (US) and Europe (Britain, Ireland and Sweden).
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 reporting, risk management and internal control procedures and the work of its internal and external auditor
- Environment Committee - Oversees the Board’s responsibilities in relation to environmental matters
- Nomination and Governance Committee - Reviews the composition of the Board 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. It is also responsible for governance matters
- Remuneration Committee - Determines the framework, policy and levels of remuneration of the Executive Directors and senior executives
- Social and Community Committee - Understands the key concerns of the workforce and wider stakeholders and how we are addressing them
The Board has established two committees for the purpose of effecting routine and administrative matters relating to share plans and banking facilities. These are: the Share Plans Committee; and the Bank Guarantees and Facilities Committee.
The Disclosure Committee meets periodically when required to consider Keller’s disclosure obligations in relation to material information.
Compliance with UK Corporate Governance Code
Throughout the financial year ended 31 December 2020, 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.