Leadership

Role and responsibilities of the Board and its principal committees

The Board is responsible to shareholders for good corporate governance, setting the Group’s strategic objectives, values and standards, and ensuring the necessary resources are in place to achieve the objectives.

The Board met on seven occasions during 2022, including a specific meeting to review the Group’s long-term and ESG strategy. The Board of Directors comprises 10 members, including CFO designate from 24 February 2023, of whom seven are non-Executive Directors and three are Executive Directors, led by the Group’s Non-Executive Chair, D. Dayan, who also chairs the Nomination Committee. The Group Chief Executive is S.C. Harris, and the Senior Independent Non-Executive Director is I.B. Duncan. I.B. Duncan chaired the Audit Committee until the AGM in May 2022 when K. Boyd took over as Audit Committee Chair. E. Lindqvist is Chair of the Remuneration Committee and P. Larmon is the Chair of the Employee Engagement Groups. L. Chahbazi and C. Gordon (appointed on 1 June 2022) are Non-Executive Directors. It is anticipated that C. Gordon will take over the Chair of the Remuneration Committee at the AGM in May 2023. E. Lindqvist remains independent for the purposes of the Code and will continue to serve as the Chair of the Remuneration Committee until the 31 May 2023 AGM to ensure a smooth transition of the Remuneration Committee Chair responsibilities before standing down from the Board. Dominique Yates, who is the Chief Financial Officer, will retire on 30 April 2023 and Ben Fidler, the Chief Financial Officer designate, joined on 24 February 2023. Brief biographical details of all Directors are given on pages 46 to 47. During the year the Board visited facilities in Derby, UK and Hebron, Kentucky, USA. Such events involve meeting with local management and the workforce to understand more clearly technical and operational performance in countries where Bodycote has a significant presence.