Chief Executive

Job Description - Chief Executive


Position: Chief Executive of De La Rue plc



Responsible to: The Board of Directors and the Shareholders of De La Rue plc



Responsibilities:

Fiduciary Duties

  1. To act within the powers of the Company, ensuring that he complies with all his obligations as a Director required by law, the Company's Memorandum and Articles of Association, decisions of the shareholders approved in a general meeting, the Listing, Prospectus, Disclosure and Transparency Rules of the UK Listing Authority (including any Codes of Conduct), the City Code on Take–overs and Mergers and the Company's Share Dealing Code of Conduct.
  2. To act as a Director of De La Rue plc with honesty and good faith and to promote the success of the Company for the benefit of its members as a whole, whilst having regard to the following, non exhaustive list of matters:
    • the likely consequences of any decision in the long term;
    • the interests of the Company’s employees;
    • the need to foster the Company’s business relationships with suppliers, customers and others;
    • the impact of the Company’s operation on the community and the environment;
    • the desirability of the Company maintaining a reputation of high standards of business conduct; and
    • the need to act fairly as between members of the company.
  3. To use such personal and professional skills in the role of Chief Executive, together with such contacts, experience and judgement as he may possess with integrity and independence to optimise both the short-term and the long-term financial performance of the Company.
  4. To avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. This applies in particular to the exploitation of any property, information or opportunity.
  5. Not to accept a benefit from a third party conferred by reason of his being a director, or his doing (or not doing) anything as a director.
  6. To declare immediately the nature and extent of any interests in a proposed or existing transaction or arrangement with the Company, where he may in any way, directly or indirectly interested and take no further part in any Board or committee discussion of the matter.
  7. To play a full part in enabling the Board to arrive at balanced and objective decisions in the performance of its agreed role and functions.
  8. To ensure that the objectives of the Company, as agreed by the Board, are fully, promptly and properly carried out.
  9. To ensure that the financial and other decisions of the Board are fully, promptly and properly carried out.
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Directors' Obligations

  1. In particular the Chief Executive shall:
    • 10.1 attend all Board meetings called during the year unless prevented by exceptional circumstances;
    • 10.2 attend the annual general meeting and such other shareholders' meetings as may be necessary;
    • 10.3 act as a member of such committees of the Board as the Board shall decide, attending all meetings unless prevented by exceptional circumstances;
    • 10.4 place on the agenda for meetings of the Board or committees any matters relating to the Company's business which the Chief Executive considers should be discussed including but not limited to the matters stated to be decided by or referred to the Board in the Company’s Corporate Governance Framework.
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Board Obligations

  1. To ensure that the decisions of the Board are fully, promptly and properly carried out.
  2. To ensure that the Board is kept fully informed, in the manner and frequency it requires, upon progress made in achieving the Company's financial objectives, with particular reference to approved annual budgets, business and strategy plans, to be responsible for alerting the Board, if necessary at short notice, to any variations in the performance of those objectives, to recommend action and implement any decisions authorised by the Board.
  3. To recommend to the Board a strategy for the Company which will fulfil the corporate objectives, be understood by the City and satisfy legitimate shareholder expectations.
  4. To ensure that the Company's operations are conducted in accordance with the legal requirements of the countries in which it operates.
  5. To represent the Company as required and to further its best interests and reputation in the business and financial communities.
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Board Responsibilities

  1. For these purposes the Chief Executive shall:
    • 16.1 chair the Executive Group and Operating Board;
    • 16.2 present to the Board a general report for each Board meeting;
    • 16.3 present to the Board, with the Finance Director, an annual budget and business plan;
    • 16.4 ensure that each division prepares annually a strategy plan and to present to the Board, annually, a Company strategy plan covering such number of years as the Board may require;
    • 16.5 ensure, through the Finance Director, the implementation, control and coordination of the Company's financial and funding policies approved by the Board;
    • 16.6 ensure the development, implementation, control and co-ordination of appropriate internal and external risk management policies including security, health and safety, environment, insurance and business, information technology and operational recovery planning;
    • 16.7 ensure the development, implementation, control and co-ordination of appropriate intellectual property management policies;
    • 16.8 ensure presentation to the Board for approval of proposals for all major capital or special revenue expenditure exceeding the authority and budget limits delegated to him by the Board;
    • 16.9 seek from the Board, as and when necessary, and in conjunction with the Finance Director, authority for financial and other facilities or guarantees exceeding the limits delegated to him by the Board;
    • 16.10 ensure presentation to the Board of reports as follows:

      Annually:

      • a report on management development and succession;
      • a report on human resources strategy;
      • a report on the Group's environment policy, including health and safety;
      • and a three- year strategy plan.

      Quarterly:

      • a report on shareholders

      Monthly:

      • a trading report

      As required:

      • proposals requiring Board authorisation and such other reports on such other topics as the Board may from time to time require.
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Operational Responsibilities

  1. The Chief Executive will:
    • 17.1 exercise personal leadership and develop, on an on–going basis, a management style which encourages excellent and open working relationships at all levels within the Company;
    • 17.2 ensure that the Company's policies and objectives are known and understood by employees;
    • 17.3 maintain a senior management team with the appropriate knowledge, experience, skills, attitude and motivation to achieve the Company's objectives;
    • 17.4 recommend to the Board:
      • the appointment/dismissal of other executive Directors and the Company Secretary;
      • the appointment and removal of the Deputy and Assistant Company Secretary;
    • 17.5 recommend to the Remuneration Committee of the Board the remuneration of other executive Directors and senior executives who report directly to him;
    • 17.6 ensure the implementation of effective human resources practices throughout the Group to include:
      • 17.6.1 annual appraisals, personal development and salary reviews for all staff;
      • 17.6.2 interim salary changes where appropriate, for example, in the case of promotions;
      • 17.6.3 establishment of annual objectives and recommendation to the Remuneration Committee of the Board for financial incentive schemes for other executive Directors and senior executives who report directly to him;
      • 17.6.4 recommendations to the Remuneration Committee on any grant of options pursuant to the Company's Executive share option/share ownership plans;
      • 17.6.5 recommendations to the Board for any grant of options pursuant to the Company's Sharesave schemes;
      • 17.6.6 recommendation to the Board for introduction of any other share incentive schemes or amendment of existing schemes together with any appropriate grants;
    • 17.7 keep under constant review the basic organisation of the Company and make recommendations to the Board for changes in it where he judges this to be necessary;
    • 17.8 comply with the policies and procedures set out in the Group's Policy and Finance Manuals;
    • 17.9 by means of regular review ensure that the policies and procedures set out in the Group Policy and Finance Manuals are appropriate and effective, making recommendations for change to the Board where approval is required;
    • 17.10 in conjunction with the Chairman and Finance Director, supervise public relations, investor relations and other external relationships.
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Personal Obligations

  1. In The Chief Executive will:
    • 18.1 obtain independent professional advice at the Company's expense, should he consider that this is required in order to enable him to discharge his duties as Chief Executive and as a Director provided that he first obtains the permission (not to be unreasonably withheld) of either the Chairman or, failing him, the senior independent non–executive director who shall promptly report such request to the Board;
    • 18.2 undertake such other duties as may be assigned to him by the Chairman of the Board;
    • 18.3 seek the advice of the Chairman if in any doubt as to whether or not a particular matter falls within his power or responsibility;
    • 18.4 accept such outside appointments as shall be agreed by the Board:
      • to be compatible with the Company's demands on the Director's time; and
      • not to be detrimental to the interests of the Company.
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