The Board carries out an informal
evaluation of its own performance,
the performance of the individual
Directors and various Committees.
The Board maintains a flexible
approach to Board matters with the
delegation of power to a Committee,
with precise terms of reference, being
used for specific routine purposes.
Both the terms of reference and
composition of the Committees are
regularly reviewed to ensure their
ongoing effectiveness.
All Directors are aware of the
procedure for those wishing to
seek independent legal and other
professional advice. The Board also
has access to the advice and services
of the Company Secretary.
The Directors are supported by an
executive team and by other senior
managers who have responsibility for
assisting them in the development
and achievement of the Group’s
strategy and reviewing the financial
and operational performance of the
Group and its individual businesses.
Senior management is responsible,
along with the Board, for monitoring
policies and procedures and other
matters that are not reserved for the
Board. There are written procedures
containing a regime of authorisation
levels for key decision-making.
Matters Reserved for the Board
A schedule of matters specifically
reserved for the Board’s decision has
been adopted based on Institute
of Chartered Secretaries and
Administrators (ICSA) best practice.
The matters include, but are not
limited to:
• Reviewing and approving the
Group’s strategy
• Approval of capital and operating
budgets
• Reviewing and approving any
material changes to the Group’s
capital structure
• Review and approval of financial
reports
• Review and approval of major
contracts
• Powers to delegate authority
Whilst South Staffordshire Water
PLC acts, where applicable, as
though it were a separate public
listed company, a limited number of
matters in respect of this subsidiary
company also need the approval of
the Board of South Staffordshire Plc.
These include:
• Material submissions to Ofwat,
particularly in respect of Price
Reviews and major structural
reform
• Appointment and removal of any
Director, in its role as shareholder
• Prosecution, defence or
settlement of litigation above £1
million; and
• Material changes to pension
arrangements where operated on
a Group basis
45
Annual Report 2015
legal and regulatory changes and
developments by receiving written
updates from both internal and
external advisers.