Finance Director

Job Description – Finance Director


Position: Finance Director



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 Finance Director, together with such contacts, experience and judgement as he may possess with integrity and independence to optimise both the short and 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 or the Chief Executive are fully, promptly and properly carried out.
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Directors' Obligations

  1. In particular the Finance Director 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 Finance Director considers should be discussed including but not limited to the matters stated to be decided or referred to the Board in the Company’s Corporate Governance Framework.
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Board Obligations

  1. To ensure that objective financial, statutory and management information is provided to the Board and that the accounts and accounting principles of the Company are of the highest standards and integrity.
  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 and the Chief Executive.
  3. To exercise prime responsibility for ensuring that the Company at no time engages in operations which are beyond its financial capability or with potentially catastrophic risks.
  4. To ensure in conjunction with the Chairman and Chief Executive that the Company at no time issues any financial statement or accounts which could be regarded as misleading to investors.
  5. To act as the financial conscience of the Board, and ensure that both the Board and the Chief Executive receive the best financial advice.
  6. 1To represent the Company as required and to further its best interests in the business and financial communities.
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Board Responsibilities

  1. For these purposes the Finance Director shall:
    • 17.1 be a member of the Executive Group and Operating Board;
    • 17.2 present to the Board a general report to each Board meeting and a full and half year report;
    • 17.3 present to the Board with the Chief Executive an annual budget and financial forecasts at such intervals as may be required by the Board;
    • 17.4 assist the Chief Executive in the annual preparation for the Board of a Strategy Plan;
    • 17.5 advise the Board and the Chief Executive on the financial implications or consequences of any course of action and propose such actions as will protect or enhance the Company's assets and resources;
    • 17.6 assist the Audit Committee as required.
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Operational Responsibilities

  1. The Finance Director will:
    • 18.1 assist the Chairman and Chief Executive in public relations, investor relations and other external relationships;
    • 18.2 act as the prime contact with the Company's auditors, financial advisers and banks;
    • 18.3 ensure that the Company has adequate borrowing facilities arranged in the most cost–effective manner;
    • 18.4 ensure that any surplus funds are properly and profitably invested;
    • 18.5 ensure that the Company's exposure to tax and currency movements is controlled and optimised;
    • 18.6 ensure that his staff have the appropriate quality, experience, skill and motivation to implement the strategies and decisions of the Board and the Chief Executive;
    • 18.7 recommend to the Chief Executive the appointment/dismissal and remuneration of his staff and also the heads of finance of any material business unit of the Company:
      • 18.7.1 ensure that annual performance appraisals and personal development reviews are undertaken for all his staff;
      • 18.7.2 where necessary make interim recommendations for salary changes, for example in the case of promotions;
    • 18.8 set an effective and appropriate information systems strategy for the Group and monitor its implementation;
    • 18.9 keep his knowledge of the best practices and procedures in relation to finance, taxation and treasury matters up to date;
    • 18.10 ensure, on an on– going basis, that the policies and procedures set out in the Group Policy and Finance Manuals are appropriate and effective, making recommendations for changes to the Chief Executive and the Board where their approval is required;
    • 18.11 comply with the policies and procedures set out in the Group Policy and Group Finance Manuals.
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Personal Obligations

  1. The Finance Director will:
    • 19.1 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 a Director provided that the Director 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;
    • 19.2 accept such outside appointments as shall be agreed by the Board:
      • 19.2.1 to be compatible with the Company's demands on his time; and
      • 19.2.2 not to be detrimental to the interests of the Company.
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