Governance framework

The Board leads and controls the Group within a sound governance framework. The Board is responsible for setting the Group's strategic aims, its values and standards and ensuring the necessary financial and human resources are in place to achieve its goals.

Statement of Compliance with the UK Corporate Governance Code

In the opinion of the Directors, the Company has complied with the provisions of the UK Corporate Governance Code (Code) issued by the Financial Reporting Council in 2010 save in respect of the following provisions:
B.2.1 The Composition of the Nomination Committee

Jorge Cosmen, who is a member of the Nomination Committee, is not considered to be independent. However, as Deputy Chairman and the representative of one of the Company’s largest shareholders, the Board considers Mr Cosmen should be a member of the Nomination Committee in order to be involved in the recruitment process for Board appointments.

Joaquín Ayuso was appointed as a member of the Nomination Committee on 26 February 2013. Accordingly, the majority of the Nomination Committee are now independent non-executive directors in accordance with Provision B.2.1 of the Code.

The Governance section of this Annual Report has applied the principles of the UK Corporate Governance Code and complied with its provisions during 2012. A copy of the UK Corporate Governance Code is available at frc.org.uk.

Applying the principles of good governance

The Board of Directors

The Board consists of a balance of Executive and Non-Executive Directors who collectively bring a strong and in-depth mix of business skills and expereince and considerable knowledge to assist with Board decisions.  A summary of the members of the board including the mix of skills and experience is set out here.

The Chairman and the Group Chief Executive

The Chairman is responsible for leading the Board and ensuring its effectiveness. The Group Chief Executive is responsible for running the business of the Group and implementation of the strategy and policies adopted by the Board. The roles of Chairman and Group Chief Executive are held separately and the division of responsibilities between these roles is clearly established as shown below.

Chairman’s responsibilities

• Chairing and managing the business of the Board
• Together with the Group Chief Executive, leading the Board in developing the strategy of the business and ensuring its effective implementation by the executive management team
• Ensuring effective dialogue with investors concerning mutual understanding of objectives
• In conjunction with the Nomination Committee, taking responsibility for the composition and replenishment of the Board
• Periodically reviewing with the Board its working practices and performance
• Ensuring there is an effective contribution from the Non‑Executive Directors and a constructive relationship between Executive and Non-Executive Directors

Group Chief Executive’s responsibilities

• Communicating a shared purpose and the culture, vision and values of the Group
• The development and implementation of management strategy
• The day-to-day management of the Group
• Managing the executive management team
• Fostering relationships with key stakeholders
• Leading the Group Executive Committee
• In conjunction with the Group Finance Director, communicating the Group’s financial performance to investors and analysts
• Liaising with the Chairman to ensure effective dialogue with investors and stakeholders

Senior Independent Director

The Board appoints one of the Non‑Executive Directors to act as Senior Independent Director and this role has been held by Tim Score since April 2009. The role of the Senior Independent Director is to provide a sounding board for the Chairman and to serve as an intermediary for the other Directors where necessary. The Senior Independent Director is also available to address shareholders’ concerns if they have been unable to resolve these through normal channels or when such channels would be inappropriate. The Senior Independent Director is also responsible for leading the annual appraisal of the Chairman’s performance.

Executive Directors

The Executive Directors are responsible for the day-to-day management of the Group’s businesses, implementation of its strategy, policies and budgets and its financial performance. Executive management meetings comprise the Executive Directors and senior management from the divisions and are held regularly to discuss current issues.

Principal committees of the Board

The main committees established by the Board are the Audit Committee, the Remuneration Committee, the Nomination Committee and the Safety & Environment Committee. Each Committee operates within defined terms of reference, the full versions of which can be found on the Company’s website at nationalexpressgroup.com. Each Committee reports its proceedings to the Board through the submission of reports and minutes as appropriate.

All Board Committees are authorised to obtain legal or other professional advice as necessary, to secure the attendance of external advisors at their meetings and to seek information required from any employee of the Group in order to perform their duties.

Group Executive Committee

The Chief Executive heads the Group Executive Committee which meets on a monthly basis and is tasked with approving operational business matters. In addition, the UK, Spain and North America Executives meet on a monthly basis and matters dealt with at these meetings are reported to the Group Executive Committee.