Strategic report Governance Financial statements Other information CORPORATE GOVERNANCE REPORT CONTINUED Role of Senior Independent Director Non-Executive Directors Meetings, attendance and information provided to the Board The Senior Independent Director plays an important role in The role of the Non-Executive Directors is to constructively Eligible Attended supporting the Chair on governance issues, contributing to the challenge and help develop proposals on strategy, and play a Member Position meetings meetings culture of open and honest communication between the Chair and leading role in monitoring and scrutinising the performance of Deanna Chair • • • • • • • • • • • • the other members of the Board, and providing an additional point the Group’s Executive management in meeting agreed goals Oppenheimer of contact for the Company’s shareholders. and objectives. Andrea Blance Independent • • • • • • • • • • Non-Executive Director The key responsibilities of the Senior Independent Director are to: The Non-Executive Directors are also responsible for determining Fiona Clutterbuck Independent • • Assist the Chair by being available to discuss and provide insight appropriate levels of remuneration for the Executive Directors, Non-Executive Director • la a rime role in appointing and, where necessary, removing Adrian Collins Nominated Director and guidance on issues relating to the Group’s governance, the • • • • • • • • performance of the Board and individual Directors, and on any Executive management. Shirley Garrood Independent • • • • • • concerns raised by Directors, the Company’s shareholders or Non-Executive Director The Nominated Director is an appointee of a shareholder. Chris Hill Executive Director the Group’s employees; However, all the Non-Executive Directors are independent of • • • • • • • • • • • • management and bring valuable skills, experience and an external Philip Johnson Executive Director • • • • • • • • • • • • •Lead the NEDs in carrying out the Chair’s annual performance perspective to the business conducted by the Board, as well as Moni Mannings Independent • • • • • • • • • • review. This includes meeting with and obtaining appropriate offering specialist advice in their fields of expertise. The Non-Executive Director feedback from the NEDs without the Chair and Executive independent Non-Executive Directors also play an important Dan Olley Independent • • • • • • • • • • • • Directors present, monitoring the Chair’s performance Non-Executive Director throughout the year, and paying close attention to the role as members of the Board’s Committees. Roger Perkin Independent • • • • • • • • • • • • relationship between the Chair and Chief Executive Officer Group Company Secretary Non-Executive Director to ensure it is functioning well; All the Directors have access to the advice and services of the Stephen Independent • • Robertson Non-Executive Director Lead the process for, and chair the Nomination Committee Group Company Secretary. The Group Company Secretary is John Troiano Independent • responsible for working with the Chair to develop and maintain • • • • • • • • • • • • when considering, the selection and appointment of a new Chair; Non-Executive Director the policies and processes, and for ensuring the Board has the •Facilitate the resolution of disputes between the Chair and other information, time and resources required, in order for it to function The Board met six times during the period under review. members of the Board; and effectively and efficiently. The attendance of members of the Board is set out above. Be available to address the concerns of the Company’s The Group Company Secretary is also responsible for advising Supported by the Group Company Secretary, the Board is satisfied • that it has the policies, processes, information, time and resources shareholders in situations where the Chair, Chief Executive the Board on corporate governance matters and for ensuring required in order for it to function effectively and efficiently. Officer or Chief Financial Officer have failed to resolve procedures are followed and applicable rules and regulations ComprehensiveBordpacksand agendas are circulated prior to those concerns, or where contact with those individuals complied with. a is inappropriate. meetings to ensure Directors have the opportunity to consider The appointment and removal of the Group Company Secretary the issues to be discussed so that more time at meetings can be is a matter reserved for the Board. During the period under review, dedicated to constructive challenge and strategic discussion. the Board appointed Victoria Orme as Group Company Secretary Directors are expected to attend all meetings. However, when following the departure of Alison Zobel. a Director is unavoidably unable to attend all or part of a meeting, he or she is able to provide comments on the papers to the Chair before the meeting. 76 Hargreaves Lansdown Report and Financial Statements 2021