麻豆社区

Role of the Boards

The good governance responsibilities of the Boards are to set the organisation’s strategic aims, ensure that the necessary financial and human resources are in place for the organisation to meet its objectives and review management performance.

In particular:

  • To oversee the activities of the Group, its strategic direction and planning processes, programme delivery, financial controls and performance measures;
  • To review and guide strategy;
  • To review and approve strategic plans, annual budgets, programme plans and performance objectives, and risk management strategies and plans, as developed by the senior management team;
  • To monitor implementation and performance, and overseeing major capital expenditure;
  • To ensure that the organisational structure is appropriate for achieving the Group’s strategic goals, and that the necessary policies, procedures and controls are in place to ensure that authority may be delegated by the Boards without loss of accountability.

Overall the role of the Boards is to govern and not to manage, which is the responsibility of the Chief Executive and the Senior Management Team. In carrying out their responsibilities, the Boards will uphold the values of accountability to stakeholders, probity and transparency.

A Statement of Reserved Matters is in place, which records the powers which are exclusive to the Bryson Group Boards and provides a clear framework for the distinction between Board governance and the executive management control placed on the Chief Executive and his Senior Management Team.

A Board and individual Trustee/Director evaluation is carried out each year and action plans established to address any areas of under-performance with the objective of ensuring continual improvement and the achievement of governance excellence.

The Boards meet at least four times each year.

  • Audit and Risk Committee

    All members of the committee are non-executive directors and at least one member must have significant, recent and relevant financial experience.

    The role of the committee is to:

    • Oversee the activities of the Group, its strategic direction and planning processes, programme delivery, financial controls and performance measures;
    • Review and guide strategy;
    • Review and approve strategic plans, annual budgets, programme plans and performance objectives, and risk management strategies and plans, as developed by the senior management team;
    • Monitor implementation and performance, and oversee major capital expenditure;
    • Ensure that the organisational structure is appropriate for achieving the Group’s strategic goals, and that the necessary policies, procedures and controls are in place to ensure that authority may be delegated by the Boards without loss of accountability.
  • Governance and Nominations Committee

    The Governance and Nominations Committee leads the process for appointments to the Group Board and the Boards of Group companies and keeps the governance of the Group under review.

    The role of the Committee is to:

    • Identify and nominate for the approval of the Group Board. Candidates fill vacancies on the Group Board and Group Company Boards as and when they arise, having due regard for succession planning;
    • Carry out Board member performance evaluations annually;
    • Monitor and report to the Board on progress in implementing the agreed governance action plans;
    • Ensure sound corporate governance structures and procedures are established for all group companies.
  • Remuneration Committee

    All members of the committee are non-executive directors.

    The role of the Committee is to:

    • Recommend the Group’s general remuneration policy for approval by the Board;
    • Set the remuneration levels for the Chief Executive and the Director of Finance and Corporate Services having reviewed the performance appraisals and external benchmarking;   
    • Monitor the level and structure of remuneration for senior management. Senior management salaries may not be changed without the approval of the Remuneration Committee;
    • Keep the benchmarking of salaries across the Group under review;
    • Approve any general cost of living increase for all staff;
    • Determine the policy for the scope of pension arrangements.
  • Investment Committee

    The role of the Committee is to:

    • Oversee the implementation of the treasury and investment policy agreed by the Board;
    • Keep the investment portfolio under review and agree investment fund movements with the company’s broker;
    • Report quarterly to the Board on the performance of the investment portfolio.