Annual Report 2015
will hold office until the next Annual
General Meeting (AGM). At each
AGM one third of the Directors will
retire by rotation and will submit
themselves for re-election at least
once every three years.
All Directors and senior management
are covered by a Directors & Officers
Insurance policy against any actions
taken against them as Officers of the
Group.
Senior Executives of KKR or its
affiliates and its co-investors who
hold positions on the Board of the
Company are Jesús Olmos and
Ram Kumar, both of whom are
also Non-Executive Directors of
South Staffordshire Water PLC and
Directors of holding companies
above South Staffordshire Plc in the
Group structure, and Roger Ammoun.
Adrian Page, Group Chief Executive
of South Staffordshire Plc, is also
the Chairman of South Staffordshire
Water PLC and is a Director of all of
South Staffordshire Plc’s subsidiaries
44
and all of the UK registered holding
companies in the Group structure.
Functions of the Board
Under the UK Code, a company
should be headed by an effective
Board, with duties aligned to the
success and interests of the company,
setting strategic goals and ensuring
that company strategy is fulfilled.
In compliance with the UK Code, all
Board members are provided with
sufficient information prior to any
Board meeting to allow appropriate
preparation to ensure that they can
properly discharge their duties.
The Board sets standards of conduct
to promote the success of the
Company and the Group, provides
leadership, and reviews the Group’s
internal controls, risk management
policies and governance structure.
It approves major financial and
investment decisions over senior
management thresholds and
evaluates the performance of the
individual businesses and the Group
as a whole by monitoring reports
received directly from the subsidiary
businesses and those prepared at
a Group level. The Non–Executive
Directors, headed by the Chairman,
have a duty to oversee this work,
and to scrutinise management
performance. They constructively
challenge and help develop
proposals on strategy.
In conjunction with the Audit
Committee, the Board is also
responsible for the Group’s systems
of internal control, evaluating and
managing significant risks to the
Company and the Group.
On joining the Board, Directors
receive induction material
appropriate to their needs. This may
include information on the Group
structure, the financing structure,
the regulatory framework of the
operating businesses within the
Group and strategic and financial
plans. The Board carries out site
visits to maintain familiarity with the
Group’s operations and to refresh
their skills and knowledge. The
Board also keeps up to date with