Board roles, responsibilities and procedures.
Luxfer's Board of Directors currently has six members, including a Non-Executive Chair, four Non-Executive Directors, and one Executive Director. In accordance with the Company's Articles of Association, the maximum number of Directors permitted is ten.
The Directors who have an interest in the shares of the Company are set out in the relevant sections of Luxfer's Annual Report on Form 10-K and Annual UK Statutory Report and Accounts.
The Company's Articles of Association require one-third of the Directors to retire by rotation each year. However, in line with best practice, Luxfer's Directors offer their re-election at each Annual General Meeting of Shareholders. Click here to view the Directors' Profiles.
The Board is responsible for the overall leadership of Luxfer, its long-term success, and assisting in the development and approval of the Company's strategic initiatives. The Board has reserved for itself certain powers and responsibilities, as set forth in the Reservation of Powers. The matters set forth in the Reservation of Powers are comprehensive, and the Board reviews, approves, and revises (as necessary) the Reservation of Powers annually.
Division of Responsibilities
Due to the size of the Board, the Directors have determined that the appointment of a Senior Independent Director is not necessary. The division of responsibilities between the Chief Executive Officer and the Board Chair is evident.
The Chief Executive Officer is responsible for the management and performance of the Company, taking into consideration the Board's Reservation of Powers, and for developing and implementing the strategic initiatives agreed upon with the Board.
The Chairman is responsible for the leadership of the Board and ensuring its effectiveness. The Chair ensures that Board discussions are conducted in an orderly manner, taking into account all views, promoting openness, and ensuring that no individual or group dominates Board discussions.
Where appropriate, the Chair maintains a dialogue and meets with the Non-Executive Directors in the absence of the Executive Director, canvassing their opinion on issues.
Since its establishment, the standing Nominating and Governance Committee has been responsible for annual succession planning, including, on the recommendation of the Board, appointments to executive positions within the Company and Director appointments to the Board.
Luxfer's Board of Directors typically meets in-person four times per year, and additional telephone meetings are scheduled to approve dividends, approve the release of financial information, and address any other time-sensitive or significant matters. The Board typically meets, at least twice per year, at Luxfer's operational facilities, including its overseas locations, as part of its oversight role and to provide the Directors with a better understanding of Luxfer's operations. At these meetings, the Board tours the manufacturing facilities and has the opportunity to meet local ad divisional management on both a formal and informal basis to discuss their operations.
Information and Support
Prior to scheduled meetings, the Company Secretary distributes agendas, materials and information to the Board and its respective Committees.
The Board receives both financial and operational information to assist in the discharge of 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. At the request of Directors, additional topics may be reviewed and discussed at meetings.
The Company Secretary updates the Board on matters of a legal and regulatory nature of which the Board and the individual Directors should be aware. There is a culture of information exchange between the Board and management on various matters of interest to Luxfer and its operations in order to keep the Directors abreast of relevant developments. Additionally, the Executive Director hosts regular business reviews at operational sites throughout the year, and any appropriate information gathered during those visits is reported to the Board. The Company has also established a written procedure in the event that the Directors, either individually or collectively, determine that they require independent professional advice at the Company’s expense.
Newly appointed directors undergo a Board and Company orientation.
The Board evaluates its information and support procedures periodically to ensure they remain appropriate.
Executive Leadership Team
The day-to-day operations of the Company are managed by Luxfer’s Executive Leadership Team. The Executive Leadership Team is chaired by the Chief Executive Officer and consists of the Chief Financial Officer, Business Unit Leaders, and Functional Leaders. 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, policies agreed, and appropriate measures implemented. The Executive Leadership Team normally meets on a weekly basis.