Governance

The Henry Boot Board believes in the importance of maintaining a high level of corporate governance. It helps promote high ethical standards and sustain our success over the long term. Our governance structures reflect the individuality of Henry Boot and the composition of both its institutional and individual shareholders, many of whom have family ties to the company. As a premium listed company, Henry Boot is subject to compliance with the 2024 Corporate Governance Code. 

 

Audit and Risk Committee

 

The members of our Audit and Risk Committee meets four times a year, with the company’s internal or external auditors in attendance for most of these meetings.

 

Further information can be found at Audit and Risk Committee - Terms of Reference

 

Remuneration Committee

 

The Remuneration Committee meets a minimum of four times a year. Its responsibilities include determining the Directors’ Remuneration Policy and making decisions on all remuneration matters for the Board and the Executive Committee members. It also oversees Group-wide remuneration and related policies.

 

Further information can be found at Remuneration Committee - Terms of Reference 

 

Responsible Business Committee

 

Our Responsible Business Committee was formed in 2021 and meets at least three times a year. The committee provides oversight of the development and delivery of the responsible business strategy which guides our approach to the delivery of long-term ESG activity and objectives.

 

Further information can be found at Responsible Business Committee - Terms of Reference 

 

Nomination Committee

 

This committee has two scheduled meetings a year and meets at other times as required.

 

It is responsible for succession planning for the Board and the Executive Committee and making recommendations to the Board for new appointments. It also considers the Board composition, diversity and skills and overseas group-wide diversity initiatives.

 

Further information can be found at Nomination Committee - Terms of Reference 

 

Board roles and responsibilities

 

All directors must act in what they consider to be the best interests of the company, consistent with their statutory duties under the Companies Act 2006, sections 170 to 177. In addition to these statutory duties, below are the main responsibilities of the Chair, Chief Executive Officer and Senior Independent Director.

 

Chair

 

• Leads the Board, chairs Board meetings and ensures its overall effectiveness in directing the company
• Promotes a culture of openness and debate
• Sets a board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, and ensures that issues relevant to these areas are reserved for Board decision
• Ensures that the Board determines the nature, and extent, of the significant risks the company is willing to embrace in the implementation of its strategy
• Ensures the directors receive accurate, timely and clear information
• Encourages all Board members to engage in Board and committee meetings by drawing on their skills, experience and knowledge
• Fosters relationships based on trust, mutual respect and open communication – both in and outside the boardroom between non-executive directors and the executive team
• Develops a productive working relationship with the CEO, providing support and advice, while respecting executive responsibility
• Ensures that all directors receive a full, formal and tailored induction on joining the Board and provides guidance and mentoring to new directors as appropriate
• Ensures that all directors are aware of and able to discharge their statutory duties
• Leads the annual Board evaluation, with support from the Senior Independent Director as appropriate, and acts on the results, ensuring that all directors continually update their skills, knowledge and familiarity with the company
• Considers having regular externally facilitated Board evaluations, and
• Ensures that the Board listens to the views of shareholders, the workforce, customers and other key stakeholders.

 

Chief Executive Officer

 

• Chairs the Executive Committee and leads the senior management team in the day-to-day running of the group’s business and communicates its recommendations to the Board
• Responsible for the formulation of the company’s strategy, risk management and internal control framework, business plans and budgets and for their execution as agreed by the Board
• Supports the Chair to make certain that appropriate standards of governance permeate through all parts of the organisation
• Ensures that the Board is made aware of views gathered by senior management, the workforce and other stakeholders on business issues
• Primary responsibility for setting an example to the workforce by communicating to them the expectations in respect of the company’s culture, and for ensuring that operational practices drive appropriate behaviour
• Ensures that management provides the Board with accurate, timely and clear information that will enable it to discharge its duties, and
• Provides the Board with the necessary resources for developing and updating their capabilities and knowledge of the company including access to company operations and employees.

 

Senior Independent Director

 

• Acts as a sounding board for the Chair
• Serves as an intermediary for the other directors
• Available to shareholders if they have concerns that contact through the other normal channels of Chair, CEO or other executive directors has failed to resolve or for which such contact is inappropriate
• Available to attend sufficient meetings with a range of major shareholders and financial analysts to listen to their views in order to help develop a balanced understanding of the issues and concerns of such shareholders
• Meets with other non-executive directors at least annually to discuss the performance of the Chair and on other occasions as deemed appropriate
• Responsible for the orderly succession for the Chair, alongside the Nomination Committee, and
• Key role in resolving significant issues during periods of stress for the Board or company including, but not limited to, a dispute between the Chair and CEO, decisions being made without the approval of the full Board, or when succession planning is being ignored.