The role of the Board is to promote the long-term success of the Company for the benefit of all stakeholders and focuses on strategy, leadership and people, performance and monitoring, internal control and risk management, and governance and shareholder matters.
Britvic is committed to the highest standards of corporate governance. The Board is supportive of the standards set by the UK Corporate Governance Code 2018 and is pleased to report that the Company applied the principles and complied with the provisions set out in the 2018 Code during the prior financial year.
Our governance framework
The rules agreed between shareholders as to how the Company is run, including the powers and responsibilities of the Directors, are set out in the Articles of Association. The Articles were updated in 2019 to incorporate best practice and current legal and governance standards.
The Board has a formal schedule of matters specifically reserved for its decision making and approval. It includes responsibility for the Company’s purpose, values, vision and culture, the business strategy and approval of its long-term aims and objectives, including non-financial objectives, approval of Group financial reporting and results announcements, including the Annual Report and Accounts, material acquisitions and disposals, agreements and major capital commitments, Board membership and Committee appointments, and oversight of the Group’s system of internal control and risk management.
Meeting at least seven times a year the Board works to an annual programme of business to ensure appropriate subject matters are covered at the appropriate times during the year, with sufficient time allocated for in-depth discussions by the Directors. This annual programme is prepared in conjunction with the annual programme for the Executive team meetings to ensure consistency and fluid reporting to the Board as and when required.
The Board delegates authority for the executive management of the Company to the CEO, other than those matters reserved for decision by the Board, matters delegated to Committees of the Board and limitations set out in the Statement of Authorities approved by the Board from time to time.
The roles of Chairman and CEO are separate. There is a clear division of responsibilities between the two and they may not be exercised by the same individual.
The Chairman, John Daly, leads the Board and is responsible for the creation of the conditions necessary for overall Board and individual Director effectiveness in directing the Company. He acts as the Company’s external representative, seeking regular engagement with major shareholders to understand their views on governance and performance against the strategy.
Our CEO, Simon Litherland, is responsible for the day-to-day management of the business, developing the Group’s strategic direction for consideration and approval by the Board and implementing the agreed strategy. He is supported by the other members of his Executive team.
The CFO, Joanne Wilson, is responsible for the Financial, Risk and Audit Management, and the IT and Master Data teams. She has primary responsibility for all financial-related activities including the development of financial and operational strategies, strategic planning, deal analysis and negotiations, and investor relations. The CFO also chairs Britvic’s Environment, Social and Governance (ESG) Committee.
William Eccleshare is the Senior Independent Director. William works closely with the Chairman, acting as a sounding board and providing support, and acting as an intermediary for other Directors as and when necessary. He is available to shareholders and other Non-Executive Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman, CEO or CFO), or for which such contact is inappropriate.
There are three further Independent Non-Executive Directors: Sue Clark, Emer Finnan and Euan Sutherland. The Non-Executive Directors’ role is to provide critical and constructive challenge to the Executive Directors, while scrutinising and holding their performance to account against agreed performance objectives. They bring independent judgement and oversight on issues of strategy, performance and resources, and, through the Board’s Committees, on matters such as remuneration, risk management systems, financial controls, financial reporting, the appointment of further Directors and sustainability.
All Directors have access to the advice of the General Counsel and Company Secretary, Clare Thomas. Clare is the senior legal officer for the Group and is responsible for advising the Board on all governance matters and ensuring that Board procedures are followed. Support is also provided to the Chairman in ensuring that the Directors receive accurate, timely and clear information.
To find out more about each of our Board members, visit Our Leadership