Role of the Board

Role of the Board

Collectively responsible to the company's shareholders for the long-term sustainable success of the company, by providing effective leadership, establishing the company's Purpose and Values and monitoring its culture, setting the company's strategy and overseeing its delivery within a framework of internal controls, setting the company's risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Board members act for the benefit of shareholders while taking into account the interests of a range of other stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006. Information about each of the members of the Board can be found on our Leadership page.

The Board has a formal schedule of matters specifically reserved to it for its consideration.

Board Reserved Matters.

Board Committees

The Board delegates certain of its responsibilities to standing Board Committees. Further details about these Committees can be found on our Committees page.

Board responsibilities

The Board has agreed a clear division of responsibilities between the Executive Chair and Group Chief Executive Officer. Other roles are also clearly defined to enhance Board effectiveness. A summary of those roles and responsibilities is set out below:

Executive Chair
  • Provides overall leadership to, and ensures the effectiveness of, the Board
  • Sets the agenda, character and tone of Board meetings and discussions
  • Maintains an effective working relationship with the Group Chief Executive Officer, providing guidance, mentoring and challenge
  • Leads the annual performance evaluation of the Board and its Committees and ensures Non-Executive Directors make effective contributions
  • With the Group Chief Executive Officer, develops the Group's strategy for consideration and approval by the Board, and supports and refines the actionable plans from the Group Chief Executive Officer to implement the Board-approved strategy
  • Manages relationships with major investors, governments and key external partners, and assists the Board in understanding stakeholders', including shareholders', views
  • Oversees the Group's risk framework
Deputy Chair
  • Maintains a close dialogue with the Executive Chair and the Group Chief Executive Officer
  • Supports and deputises for the Executive Chair as required
  • Assists the Executive Chair in developing strategy, in view of his deep knowledge of the Group and the passenger transport sector
Group Chief Executive Officer
  • With the Executive Chair, develops the Group's strategy for consideration and approval by the Board and translates the Board-approved strategy into actionable plans
  • Provides effective leadership to the GEC in the delivery of the approved strategy
  • Responsible for the management of the Group's operations, including the Group's safety and sustainability activities
  • Manages, with the GEC members, relationships with key customers, suppliers and media
  • Alongside the Executive Chair and the Group Chief Financial Officer, communicates the Group's progress against strategy and operational performance to investors and analysts
  • Leads the workforce and sets the Group's culture 'from the top'
  • Manages and implements Group risk framework
Group Chief Financial Officer
  • Works closely with the Executive Chair and the Group Chief Executive Officer in the development and delivery of the Group's strategy
  • Responsible for the financial stewardship of the Group and management of its resources through appropriate accounting, financial and other internal controls
  • Directs and manages the Group's finance, risk management, internal audit, insurance, tax and treasury functions
  • Manages investor relations, including by communicating the Group's financial performance to investors and analysts
Senior Independent
Non-Executive Director
  • Acts as a sounding board for the Executive Chair and a trusted intermediary for other Directors
  • Available to investors to discuss any concerns that cannot be resolved through the normal Executive Chair or Executive Director channels
  • Leads the Board in the annual performance evaluation of the Executive Chair and in developing Chair succession plans
Independent Non-Executive
Directors
  • Monitor and scrutinise the Group's performance against its strategic goals and financial plans
  • Bring objective perspective to the Board's deliberations and decision-making, drawing on their collective experience and individual expertise and insights
  • Chair and otherwise play lead roles in the functioning of the Board's Committees
  • Monitor and assess the Group's culture, use appropriate and effective means to engage with the workforce and acquire an understanding of stakeholders' views
  • Monitor and assess the effectiveness of, and support and constructively challenge, the Executive Directors
Group Company Secretary
  • Provides advice and support to the Board, its Committees, the Executive Chair and Directors individually as required
  • Responsible, with the Executive Chair, for setting the agenda for Board meetings and for high-quality and timely information and communication between the Board and its Committees, and between the Directors and senior management as required
  • Ensures that Board and Committee procedures are complied with