Board diversity/Composition of the Board
The OSB Board currently consists of 11 Directors; the Chairman, two Executive Directors and eight independent Non-Executive Directors. Currently, 45% of our Board are female, placing us in the top 12 of the FTSE 250 for gender diversity. 9% of the Board is from an ethnic minority. The Board recognises and embraces the benefits that diversity can bring to its Board and sees diversity and inclusion at Board level as an essential element in maintaining a competitive advantage. This will be reviewed again at the end of 2020, post significant integration activities.
The composition of the Board can be found here:
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 Group 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 roles of Chairman and Chief Executive Officer (‘CEO’) are distinct and held by different people. There is a clear division of responsibilities, which has been agreed by the Board and is formalised in a schedule of responsibilities for each.
The Chairman, David Weymouth, is responsible for setting the ‘tone at the top’ and ensuring that the Board has the right mix of skills, experience and development so that it can focus on the key issues affecting the business and for leading the Board and ensuring it acts effectively. Andy Golding, as CEO, has overall responsibility for managing the Group and implementing the strategies and policies agreed by the Board.
Andy Golding’s responsibilities as CEO are to ensure that the Company operates effectively at strategic, operational and administrative levels. He is responsible for all the Group’s activities; he provides leadership and direction to encourage others to effect strategies agreed by the Board; channels expertise, energy and enthusiasm; builds individual capabilities within the team; develops and encourages talent within the business; identifies commercial and business opportunities for the Group, building strengths in key areas; and is responsible for all commercial activities of the Group, liaising with regulatory authorities where appropriate. He is responsible for the quality and financial wellbeing of the Group, represents the Group to external organisations and builds awareness of the Group externally. Following the Combination, Andy now has a specific focus on the delivery of integration objectives.
An experienced Group Executive team, comprising specialists in finance, banking, risk, legal and IT matters, assist the CEO in carrying out his responsibilities.
Following the Combination, Noël Harwerth was appointed as the Senior Independent Director (‘SID’), succeeding Rod Duke. The SID’s role is to act as a sounding board for the Chairman and to support him in the delivery of his objectives. This includes ensuring that the views of all other Directors are communicated to, and given due consideration by, the Chairman. In addition, the SID is responsible for leading the annual appraisal of the Chairman’s performance.
The SID is also available to shareholders should they wish to discuss concerns about the Company other than through the Chairman and CEO.
The Company Secretary, Jason Elphick, plays a key role within the Company, advising on good governance and assisting the Board to discharge its responsibilities, acting with integrity and independence to protect the interests of the Company, its shareholders and employees. Jason advises the Company to ensure that it complies with all statutory and regulatory requirements and he works closely with the Chairman, CEO and Chairs of the Committees of the Board so that Board procedures (including setting agendas and the timely distribution of papers) are complied with, and that there is a good communication flow between the Board, its Committees, senior management and NEDs. Jason also provides the Directors with advice and support, including facilitating induction programmes and training in conjunction with the Chairman.