Luxfer Group Limited
On this page we describe our Board and its roles, responsibilities and procedures.
The Board of Directors currently has six members, comprising a Non-Executive Chairman, four Non-Executive Directors and one Executive Director. The maximum number of directors permitted under the Articles of the Company is eight. The directors who have an interest in the shares of the company are set out in the relevant sections of our Annual Report and Accounts or our 20F.
Our Articles contain a provision requiring a third of the Directors to retire by rotation each year. However, in line with best practice all the directors offer themselves for re-election at each AGM. Click here to see "Directors' Profiles".
The Board has responsibility for the overall leadership of Luxfer, its long-term success and helping to develop and approve its strategic aims. The Directors have determined a schedule of powers reserved to the Board. Reserved powers are comprehensive and reviewed as the Board considers appropriate, normally annually. For a pdf version of the Reservation of Powers to the Board please click the download link at the foot of the page.
Division of Responsibilities
Due to the size of the Board, the directors have determined it is not necessary to appoint a senior independent Director. The division of responsibilities between the Chief Executive Officer and the Chairman is clear and it has not been considered necessary to record it in writing.
The Chief Executive Officer is responsible to the Board for the management and performance of the business within the framework of the matters reserved to the Board and for developing strategy and then implementing the strategy he has agreed with the Board;
The Chairman is responsible for the leadership of the Board and ensuring its effectiveness. He ensures that Board discussions are conducted taking into account all views, promoting openness and debate by facilitating the effective contribution of the Non-Executive Directors and ensuring no individual or group dominates the Board.
The Chairman maintains a dialogue with the Non-Executive Director in the absence of the Executive Directors, where appropriate canvassing their opinion on issues and meeting with them in the absence of the Executive Director.
Since the establishment of the standing Nomination Committee, it has taken over the role of reviewing annually succession planning for senior appointments in the company and to the Board, with recommendations made to the Board.
There are normally six main scheduled meetings of the Board each year and additional scheduled telephone meetings timed to approve dividends and the release of financial information. Additional meetings are called as appropriate. The Board will normally meet at least twice a year at one of the Luxfer’s operational plants, including overseas locations, as part of their monitoring role and to ensure a better understanding of Luxfer’s operations. At these meetings the Board tours the plant and has an opportunity to meet local and divisional management on both a formal and informal basis and discuss the progress of their operations with them.
Information and Support
The Company Secretary normally distributes Board and Committee agendas and materials to the Board and Committees seven days before a scheduled meeting.
There is a written procedure for decisions to be taken between scheduled Board and Committee meetings that also deals with information distribution in such cases.
The Board receives both financial and operational information to assist it in discharging its duties. The Chief Executive Officer and the Chief Financial Officer provide monthly reports to the Board which together cover all aspects of the business and which are then elaborated or commented upon at scheduled Board Meetings as appropriate. Additional topics for review and discussion are added in these reports from time to time at the request of the Directors. In addition, specific items are scheduled into the Board agenda for report and review on a regular basis, such as health and safety and environmental matters and current topical issues.
There is a written procedure in place to cover circumstances when the Directors either individually or collectively determine that they require independent professional advice at the company’s expense.
The Company Secretary updates the Board on issues and changes of a legal and regulatory nature of which it and the individual Directors should be aware to refresh their skills and knowledge. There is a culture of information exchange on various matters of interest to Luxfer and its operations between Directors and senior managers to keep Directors abreast of relevant developments. In addition to meetings held at sites as described above, the Non-Executive Directors will independently visit operational sites to enlarge their knowledge of the individual businesses that make up the company. The Executive Director has regular business reviews at operational sites throughout the year and any appropriate information gathered on those visits will be reported to the Board.
Newly appointed directors undergo an induction program.
The Board evaluate its information and support procedures periodically to ensure they remain appropriate.
Executive Leadership Team
Luxfer also has an Executive Leadership Team. The Executive Leadership Team meets between eight and eleven times a year. It is chaired by the Chief Executive Officer. The Executive Leadership Team consists of the Chief Financial Officer and senior management at Luxfer and divisional levels. The Executive Leadership Team acts in an advisory capacity to the Chief Executive Officer and provides a forum where matters of interest or concern to the company can be reviewed and discussed, and policies agreed, best practice discussed and appropriate measures implemented. It also provides an opportunity for senior management to update themselves with progress in other areas of Luxfer outside their remit.