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Role of Board

Informa’s Board is chaired by Derek Mapp and consists of two Executive Directors and eight Non-Executive Directors. The Board’s biographies detail their qualifications, skills and experience.

The Board’s priorities are to create value for Shareholders while fully considering the interests of colleagues, relationships with suppliers and customers and the Group's impact on communities and the environment.

It provides entrepreneurial leadership for the Group, approves the Group’s strategic objectives and ensures that the necessary financial resources and talent are made available so that those objectives can be met. The Board also reviews risk management and internal control systems on an ongoing basis.

Corporate Governance Framework

There is a clearly defined division of responsibilities between the Chairman of the Board, the Group Chief Executive, the Senior Independent Director and the Non-Executive Directors that complies with the guidance from the UK Institute of Chartered Secretaries and Administrators. These were approved by the Board in December 2016.

Chairman

  • Leads the Board
  • Responsible for setting the tone and agenda
  • Ensures the effectiveness of the Board
  • Ensures the Directors receive accurate, timely and clear information
  • Ensures effective communication with Shareholders
  • Promotes a culture of openness and debate
  • Acts on the results of the Board performance evaluation and leads on the
    implementation of any required changes
  • Proposes new Directors and accepts resignation of Directors
  • Holds periodic meetings with Non-Executive Directors without the Executives present

Group Chief Executive

  • Responsible for running the Company
  • Direct charge of the Group on a day-to-day basis
  • Accountable to the Board for its operational and financial performance
  • Primary responsibility for implementing the Company’s strategy, including ensuring the achievement of the Group’s budget and optimising the Group’s resources
  • Primary responsibility for managing the Group’s risk profile, identifying and executing new business opportunities, and for management development and remuneration

Group Finance Director

  • Primary responsibility for raising the finance required to fund the Group’s strategy
  • Primary responsibility for servicing the Group’s financing and maintaining compliance
    with its covenants
  • Responsible for maintaining a financial control environment capable of delivering
    robust financial reporting information, to indicate the Group’s financial position
  • Leadership of the Finance functions across the Group
  • Day-to-day responsibility for Finance, Tax, Treasury, Shared Services and Internal Audit
  • Chairman role on key internal committees, such as the Risk Committee, the Treasury
    Committee and the GAP Design Authority (which is responsible for the approval of the
    Growth Acceleration Plan Investment programme)

Senior Independent Director

  • Available to meet Shareholders on request
  • Ensures that the Board is aware of any Shareholder concerns not resolved through
    existing mechanisms for investor communications
  • Acts as a sounding board for the Chairman and, if and when appropriate, serves
    as an intermediary for the other Directors

Non-Executive Directors

  • Constructively challenge and help develop proposals on strategy including:
  • Scrutinising the performance of management in meeting agreed goals
    and objectives
    – Monitoring the reporting of performance
    – Satisfying themselves on the integrity of financial information
    – Ensuring that financial controls and systems of risk management are robust
    and defensible
    – Determining appropriate levels of remuneration of Executive Directors
    – Playing a primary role in succession planning, appointing and, where necessary,
    removing Executive Directors
  • Meet without the Executive Directors present
  • Attend meetings with major Shareholders to discuss governance and strategy

Company Secretary

  • Responsible for advising the Board, through the Chairman, on all governance matters
  • All Directors have access to the Company Secretary’s advice and services