Serica’s Board is focused on strong corporate governance and effective risk management. The Board is accountable to shareholders for sustainable financial performance and long-term shareholder value. It meets these aims by continually reviewing and approving the Group’s strategy and ensuring that the necessary resources are in place to achieve Serica’s strategic aims and objectives. The Board also determines the Company’s key policies and reviews management and financial performance.

The Board operates according to clear procedures and allocation of responsibility. This system of delegation allows risk to be assessed and managed effectively. These are underpinned by Serica’s core values and standards of business conduct and ensure that these, together with the Company’s obligations to its stakeholders, are widely understood across all its activities.

Board Composition

The Board of Directors acknowledge the importance of corporate governance. The Board has adopted the Quoted Companies Alliance Code (‘QCA Code). The Directors believe that the QCA Code provides the Company with the right framework to maintain a strong level of governance.

The Board of the Company currently consists of the Chairman (‘Chairman’), two Executive Directors, five Independent Non-Executive Directors (‘INEDs’) and two Non-Executive Directors (‘NEDs’). Kate Coppinger  holds the position of Senior Independent Director.

Alongside the Chairman, The INEDs and NEDs have the range of experience and calibre to bring judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of the Group.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational, risk and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, risk, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The Board Committees provide regular updates at each Board meeting. The matters reserved for the Board include, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts and ensuring maintenance of sound systems of internal control.

There is a clearly defined organisational structure with lines of responsibility and delegation of authority to executive management. The Board is responsible for monitoring the activities of the Executive Management Team. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.

• Nominations Committee
• Remuneration Committee
• Health, Safety & Environmental Committee
• Reserves Committee
• Audit Committee
• Sustainability Committee

• Board Charter and Matters Reserved for the Board