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, with consideration for the interests of other stakeholders, including the Group’s colleagues, customers and business partners, and an understanding of the impact of activities and strategic decisions on these groups. More on Informa’s stakeholders can be found on pages 37 to 41.
The Board has overall responsibility for the management and oversight of the Group and its activities and provides entrepreneurial leadership for Informa. It is responsible for approving the Group’s strategic objectives and ensuring that the necessary financial and human resources are made available to meet those objectives. The Board also reviews, through the Audit and Risk Committees, risk management and internal control systems on an ongoing basis. The Board maintains a schedule of matters on the decisions that are reserved for the Board including:
- approval of the Company’s long-term strategy and objectives;
- setting the Company’s risk management strategy;
- approval of major contracts and significant investments/ divestments;
- setting the dividend policy and the approval of interim and final dividends;
- approval of the Company’s Annual Report and Accounts;
- appointment, reappointment and removal of the Company’s external auditor (subject to Shareholder approval); and
- integration following completion of the combination with UBM.
- The schedule of matters reserved for the Board is reviewed annually and was last approved in December 2017.
There is a clear division of responsibilities between the Chairman of the Board, the Group Chief Executive, the Senior Independent Director and the Non-Executive Directors. This complies with guidance from the UK Institute of Chartered Secretaries and Administrators and is summarised here, and viewable in full on Informa’s website.
The Company’s Chairman, Derek Mapp, is considered to be independent. He has never been CEO of the Company and the Company has always had separate Chairman and CEO roles. Further details on Derek’s qualifications and experience can be found in the Directors’ biographies on page 74 of the 2017 Annual Report.
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
The Board includes independent Non-Executive Directors who help develop and constructively challenge proposals on strategy. They bring strong, independent judgement, knowledge and experience to the Board’s deliberations and have been selected for expertise, ensuring their views carry significant weight in the Board’s decision-making process. As Senior Independent Director, Gareth Bullock is available to the Chairman and all Board members to discuss any concerns they have.
He is also available to speak to Shareholders where it is not possible to speak to the Chairman or other communication channels are not sufficient or appropriate.
The Chairman frequently speaks to the Non-Executive Directors, informally and individually without Executives present. At least one meeting is held annually with just the Non-Executive Directors and the Chairman in attendance. Similarly, the Non-Executive Directors meet without the Chairman once a year and a full review of the Chairman’s performance is carried out. The Directors’ contracts are available for inspection at the registered office during normal business hours and will be available for inspection at the AGM.
- Responsible for advising the Board, through the Chairman, on all governance matters
- All Directors have access to the Company Secretary’s advice and services