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Role of Board

Informa’s Board is chaired by Derek Mapp and consists of two Executive Directors and seven Non-Executive Directors (including the Chairman). Details of their skills, experience and qualifications can be found in the Board’s biographies.

The role of the Board is to provide leadership to the Company and to deliver Shareholder value over the long term. The Board sets the Company’s values and standards, making sure that they align with its strategic aims and the desired business culture. The Board also ensures that the Company’s obligations to its Shareholders and other stakeholders, including colleagues, suppliers, customers and the environment in which the business operates, are understood.

The Board has overall responsibility for the management and oversight of the Group and its activities, providing entrepreneurial leadership within a control framework. 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. Through the Audit Committee, the Board also reviews the Company’s risk management and internal control systems on an ongoing basis.

The Company has established a governance structure which enables the Board to focus on the key areas of responsibility that affect the long-term success of the business:

corporate governance framework

Regular Board and Committee meetings are scheduled throughout the year and the Directors ensure that they allocate sufficient time to discharge their duties effectively. Occasionally, Board meetings may be held at short notice when Board-level decisions of a time critical nature need to be made.

The Board maintains, and annually reviews, a schedule of matters reserved for its decision, which include but are not limited to:

  • approval of the Company’s strategic objectives and overseeing their delivery;
  • assessment and monitoring of the Company’s culture to ensure alignment with its purpose, values and strategy;
  • changes to the structure, size and composition of the Board following recommendations from the Nomination Committee;
  • determining the Remuneration Policy for Directors, the Company Secretary and, from 2019, Senior Management;
  • approval of significant investments/divestments;
  • approval of the Company’s full-year and half-year financial results and the Annual Report and Accounts;
  • setting the dividend policy, approval of the interim dividend and recommendation of the final dividend;
  • appointment, reappointment and removal of the Company’s external auditor (subject to Shareholder approval);
  • setting the Company’s risk management strategy and maintaining a sound system of internal controls; and
  • determining appropriate methods of engagement with the workforce.

The Schedule of Matters Reserved for the Board is reviewed annually and was last approved in December 2018.

The roles of Chairman and Group Chief Executive are exercised by separate individuals and have clearly defined responsibilities. The division of responsibilities between the Chairman, Deputy Chairman, Group Chief Executive, Senior Independent Director and the Non-Executive Directors is set out in writing and reviewed by the Board on a regular basis. Full details of each role are set out in the Division of Responsibilities and summarised below:

corporate governance responsibilities pie

Chairman

  • Leads the Board and sets the tone and agenda, promoting a culture of openness and debate
  • Ensures the effectiveness of the Board and that Directors receive accurate, timely and clear information
  • Ensures effective communication with Shareholders
  • Acts on the results of the Board performance evaluation and leads on the implementation of any required changes
  • As Chairman of the Nomination Committee, leads the consideration of any changes to the Board
  • Holds periodic meetings with Non-Executive Directors without the Executive Directors present

Group Chief Executive

  • Runs the Company and is in direct charge of the Group day to day
  • Accountable to the Board for the Group’s operational performance
  • Responsible for implementing the Company’s strategy, including driving performance and optimising the Group’s resources
  • Primary responsibility for managing the Group’s risk profile, identifying and executing new business opportunities, and management development and remuneration

Group Finance Director

  • Accountable to the Board for the Group’s financial performance
  • Responsible for raising the finance required to fund the Group’s strategy, servicing the Group’s financing and maintaining compliance with its covenants
  • Maintains a financial control environment capable of delivering robust financial reporting information to indicate the Group’s financial position
  • Leads the Finance functions and has day-to-day responsibility for Finance, Tax, Treasury and Internal Audit
  • Chairs key internal committees such as the Risk Committee and the Treasury Committee

Senior Independent Director

  • Available to meet Shareholders on request
  • Ensures that the Board is aware of any Shareholder concerns
  • Assists where Shareholder issues are 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
  • Leads the annual evaluation of the Chairman’s performance

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 service

Non-Executive Directors

  • Constructively challenge and help develop proposals on strategy
  • Scrutinise the performance of the Executive Management Team in meeting agreed goals and objectives
  • Monitor the reporting of performance
  • Satisfy themselves on the integrity of financial information
  • Ensure that financial controls and systems of risk management are robust and defensible
  • Determine appropriate levels of remuneration for the Executive Directors, the Chairman and, from 2019, Senior Management
  • Play a primary role in succession planning and appointing and, where necessary, removing Executive Directors
  • Meet without the Executive Directors present
  • Attend meetings with major Shareholders to discuss governance and strategy