The Guardian Media Group Board currently comprises a chair, six executive directors and five independent directors. The Board is headed by a chair whose role is distinct and separate from that of the chief executive. The division of responsibilities between the chair and the chief executive has been clearly established, set out in writing and agreed by the Board. Giles Coode–Adams is the senior independent director.
All the independent directors are free from any business or other relationship that could materially interfere with the exercise of their independent judgment. They each meet the independent criteria set out in the Combined Code. The chair is not judged to be an independent director by virtue of his position as chair.
The Board continues to view Giles Coode-Adams as independent notwithstanding his term as a non-executive director of Trader Media Group Limited.
Details of all the directors and the company secretary, set out on pages 16 and 17 of the annual report, indicate the directors’ wide range of business and other relevant experience.
All directors are subject to election by the Scott Trustees at the first annual general meeting following their appointment and to re–election thereafter at intervals of no more than three years.
A monthly financial report is provided to the directors. Board papers, which include regular and ad hoc reports, are circulated to the directors by the company secretary in advance of Board meetings to ensure Board members are supplied, in a timely manner, with the information they need. There is a written schedule of specific matters reserved for Board consideration which includes monitoring of Group strategy, reviewing trading performance and the approval of significant contracts, capital expenditure, acquisitions and disposals.
Led by the chair, the independent directors, excluding any executive directors, met formally during the year. The senior independent director also led a meeting of independent directors, without the chair present, which appraised the chair’s performance.
On appointment to the Board, directors receive appropriate briefings on the Group and its activities and follow a tailored induction programme. They visit the Group’s operations and meet local management.
All directors have access to the company secretary, who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. A procedure exists for directors to take independent professional advice, at the Group’s expense, if necessary, in the furtherance of their duties.
A performance appraisal of Board members and a process to review the effectiveness of the Board and its committees have been introduced. The Board intends to undertake biennial performance appraisals of all Board members and reviews of the effectiveness of the Board and its three committees, with the
intervening years having scheduled progress meetings to follow up identified actions.
The Company maintains an appropriate level of directors’ and officers’ insurance in respect of legal action against the directors. In accordance with the Company’s Articles of Association, the directors and officers of the Company are all indemnified out of the assets of the Company, to the extent permitted by law, in respect of liabilities incurred as a result of their office. In addition to this general indemnity, the Company has also put in place a specific deed of indemnity setting out in greater detail the terms and conditions of the Company’s indemnity. Neither the Company’s indemnities nor directors’ and officers’ insurance provide cover in the event that a director or officer has acted fraudulently.