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, which can be found below.
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 Keller 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 and the Group Company Secretary and Legal Advisor.
The charter is available below 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.
- Disclosure Committee - Determines inside information and advises on scope and content of disclosures to the market.
- Sustainability Committee - Monitors sustainability strategy and oversees sustainability policy.
- Share Plans Committee – Considers administrative matters related to the provision of share-based employee benefits for Keller and its subsidiaries.
- Bank Guarantees and Facilities Committee – Considers matters related to the provision of bank guarantees and facilities for Keller and its subsidiaries.
More information on Keller’s other committees and governance framework can be found below and in the following document (page numbers refer to the latest Annual Report and Accounts):
Compliance with UK Corporate Governance Code
Keller was subject to the UK Corporate Governance Code 2018 (the ‘Code’) in respect of the year ended 31 December 2022. The group applied the principles and complied with the provisions set out in the the Code, which 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.
For more information on Keller’s Section 172 Statement, please see the below document (page numbers refer to the latest Annual Report and Accounts):
Keller Group is subject to risks and uncertainties and as such has a risk governance framework to identify, evaluate, analyse and mitigate significant risks, including climate-related risks and opportunities, to the achievement of our strategy. We have processes that seek to identify risks from both a top-down strategic perspective and a bottom-up local operating company perspective.
Further details on our risk governance framework can be found in the documents below (page numbers refer to the latest Annual Report and Accounts).
Non-financial and sustainability information statement (TCFD)
In meeting the requirements of Listing Rule 9.8.6.R we have concluded that our disclosures are fully consistent with all the TCFD recommended disclosures except for certain aspects of the following sections, where our disclosures are partially consistent:
- Strategy – financial quantification of scenario analysis
- Metrics and targets – expanding metrics
On assessing compliance and consistency, we take into consideration the guidance documents referred to in the guidance notes to the Listing Rules.
Further details on our compliance and consistency with the recommended disclosures can be found in the following documents (page numbers refer to the latest Annual Report and Accounts).
To facilitate access to information for our stakeholders, the below extract indexes the information relevant to the GRI Standards’ General Disclosures, with which the group aims to align its activities. Page numbers refer to the latest Annual Report and Accounts.