Board diversity/Composition of the Board
The OSB Board comprises of the Chairman, two Executive Directors, six independent Non-Executive Directors and one Non-Executive Director (not independent).
For all FTSE 350 companies, at least half the Board of Directors (excluding the Chairman) should be ‘independent’ Non-Executive Directors (independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement).
The composition of the OSB Board, and the balance of Independent Directors can be found below:
|Andy Golding (CEO)||David Weymouth (Chairman)|
|April Talintyre (CFO)||Rod Duke (SID)|
The independence of the Non-Executive Directors is reviewed annually. Non-Executive Directors are appointed for 3 years. This can be renewed for up to 3 terms (9 years).
The size and composition of our Board is reviewed by the Nomination and Governance Committee to ensure we have an appropriate balance of skills and experience.
The Board meets formally at least seven times a year, with more ad-hoc meetings. There is an annual calendar of agenda items to ensure that all matters are given due consideration and are regularly reviewed. The Board has established Committees responsible for different areas of the business, each with their own terms of reference, which are reviewed annually.
The Chairman David Weymouth is responsible for ensuring the OSB Board has the right mix of skills, experience and development, so it can focus on the key issues affecting the business. He is responsible for leading the Board and ensuring it acts effectively.
- Promoting the highest standards of integrity, probity and corporate governance throughout the Company
- Ensuring that the Board receives accurate, timely and clear information in advance of meetings Promoting a culture of openness and debate by facilitating the effective contribution of all Non-Executive Directors
- Ensuring constructive relations between Executive and Non-Executive Directors and the Chief Executive in particular
- Regularly considering succession planning and the composition of the Board
- Ensuring training and development needs of all Directors are met, and that all new
- Directors receive a full induction
- Ensuring effective communication with shareholders and stakeholders.
Chief Executive Andy Golding has overall responsibility for managing OSB and implementing strategies and policies agreed by the Board. To help carry out his responsibilities, he has an experienced senior executive team with specialists in finance, banking, risk, legal, and IT matters.
- Responsible for all OSB’s activities
- Provides leadership and direction to encourage others to effect strategies agreed by the Board
- Channels expertise, energy and enthusiasm
- Builds individuals’ capabilities within the team
- Develops and encourages talent within the business
- Identifies commercial and business opportunities
- Responsible for all commercial activities, liaising with regulatory authorities
- Responsible for OSB’s quality and financial wellbeing
- Represents OSB to external organisations and builds awareness of OSB externally.
Rod Duke is the Senior Independent Director (SID) and acts as a sounding board and support for the Chairman. His role includes ensuring that the views of all other Directors are communicated to the Chairman. He leads the annual appraisal of the Chairman’s performance. The SID is also available to shareholders should they wish to discuss concerns about OSB other than through the Chairman and CEO.
Jason Elphick is the Company Secretary and works closely with the Chairman, Chief Executive and Chairmen of the Board Committees, acting with integrity and independence to protect the interests of OSB and its shareholders and employees.
- Assists the Directors with their pursuit of profit and growth
- Ensuring that OSB complies with all statutory and regulatory requirements.
- Ensures Board procedures (including setting agendas and the timely distribution of papers) are complied with
- Oversees good communication flows between the Board and its Committees, and between senior management and Non-Executive Directors.
- Offers advice and support to all Directors, including facilitating induction programmes and training.