Investors

The Board is responsible for determining the long-term direction and strategic aims of the Company within a framework of appropriate and robust controls. Within this framework the Board has developed a matrix of delegated authorities to enable the efficient and effective operation of the Group’s businesses, with operational management delegated to the chief executive.

The Board has retained control of a number of matters for its sole consideration. The schedule of matters reserved to the Board includes matters such as:

• the consideration and approval of strategy
• general oversight of the Group’s operations
• the Group’s capital, corporate, management and control structures
• approval of financial statements and shareholder communications
• approval of dividend policy and interim dividends
• approval of Group policies
• implementation and monitoring of internal control and risk management systems
• significant contracts, acquisitions and disposals
• material changes to the Group’s pension schemes.

Whilst the Board has specific responsibility for those matters reserved for its consideration, in certain areas, specific responsibility is delegated to committees of the Board within defined terms of reference. The activities of these committees can be found in the Corporate Governance section of this website. In addition the Board may delegate authority to a standing committee, consisting of any two directors, to provide the final sign-off for an agreed course of action within pre-defined parameters.

During each year the chairman also holds meetings with the non-executive directors without the executive directors or other executive management present. The non-executive directors, led by the senior independent director, also meet without the chairman during the year to appraise his performance. In addition, regular dialogue between the directors takes place between meetings.

The roles of chairman and chief executive are exercised by Allan Cook and Uwe Krueger respectively.  Their roles and responsibilities are approved by the Board and set out in written statements.  The Board reviews these statements at least annually to ensure they remain appropriate.

The chairman is responsible for the leadership and management of the Board.  He is also charged with ensuring corporate governance is conducted in accordance with current best practice, as appropriate to the Company and the Group.

The chief executive is responsible for the operational management and leadership of the Group to deliver our strategy and vision to be the world’s leading infrastructure consultancy. He discharges this responsibility through the senior executive team, comprising the Strategy Group and the Group Executive.

The Strategy Group is responsible for identifying and evaluating strategic opportunities for the Group. This includes expansion into new markets and sectors, organically or through acquisition.  Members of the Strategy Group include the Group finance director, the Group HR director, managing directors of the Group’s operating segments and other selected senior Group directors.

The Group Executive includes members of the Strategy Group as well as senior directors within the regions. It is responsible for exploiting Group-wide opportunities and promoting collaboration between business units.  This role is particularly vital to achieving success in the areas of mass transit and energy due to the diverse nature of these projects.

The Board considers the independence of the non-executive directors at least annually. It continues to consider each of the non-executive directors to be independent in character and judgement based on the criteria outlined in the UK Corporate Governance Code.

Admiral the Lord Boyce is the senior independent director. He is responsible for overseeing the annual appraisal by the non-executive directors of the chairman’s performance and is available to shareholders should they feel it inappropriate to communicate via the chief executive, Group finance director or chairman.