Peachtree 2015 Annual Report Download - page 67

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The Sage Group plc | Annual Report & Accounts 2015 65
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
Chairman
Responsible for leading
the Board, its effectiveness
and governance
The Chairman is responsible for leading the Board, its effectiveness and governance and for monitoring
and measuring the implementation of strategy. The role of Chairman also carries a particular
responsibility to monitor and assess Sage’s corporate governance practices.
To ensure a proper dialogue with directors, the Chairman holds meetings with the non-executive
directors without the executive directors to assess their views. In addition, the non-executive directors
have met without the Chairman present to appraise the Chairman’s performance. These meetings
without the Chairman are chaired by the Senior Independent Director.
The Chairman also ensures that shareholder engagement is discussed at each meeting of the Board
and that all shareholders have access to the non-executive directors, through a request to the Chairman
or the Company Secretary.
Board roles
Chief Executive Officer
Responsible for the
formulation of strategy
and running of the Group
The responsibilities of the Chief Executive Officer include:
– the design, development and agreement of strategy with the Board
– implementation of the strategy and policy and the running of the Group
– managing the overall performance of Sage, concentrating on revenue and profitability as well
as capital expenditure
The Chief Executive Officer also identifies acquisitions and monitors competitive forces, as well as
ensuring an effective and motivated leadership team.
The Chief Executive Officer chairs the Executive Commiee and maintains a close working relationship
with the Chairman.
Senior Independent
Director
Discusses any concerns
with shareholders
that cannot be
resolved through
the normal channels
of communication
The role of Senior Independent Director is:
– to provide a point of contact for those shareholders who wish to raise issues with the Board,
other than through the Chairman
– together with the other independent non-executive directors, to evaluate the performance
of the Chairman
The Senior Independent Director is available to consult with shareholders.
Company Secretary
Ensures good information
flows to the Board and its
commiees and between
senior management and
non-executive directors
The Company Secretary is available to all directors to provide advice and assistance, and is responsible
for providing governance advice to the Board.
The Company Secretary ensures Board procedures are complied with, that applicable rules and
regulations are followed and acts as secretary to the Board and all of the commiees. Minutes of all
meetings are circulated to all directors. He facilitates the induction of new directors and assists with
professional development as required.
The appointment and removal of the Company Secretary is a maer for the Board as a whole.
The roles of the Chairman and the Chief Executive Officer are quite distinct from one another and are clearly defined in wrien terms of reference
for each role. These terms of reference are available on our website at www.sage.com.