Regenersis - Turning Around Technology

The Role of Chairman

The responsibilities of the Chairman expressly include:

Running the Board and ensuring its effectiveness in all aspects of its role

• Chairing the Board and general meetings and relevant Board committees
  • Setting the Board agenda
  • Ensuring there is an appropriate delegation of authority from the Board to executive management
  • Ensuring the Board receives timely and accurate information to enable the Board to take sound decisions and monitor effectively and provide advice to promote the success of the Group
  • Managing the Board to allow time for discussion of complex or contentious issues
• Ensuring the effective contribution and performance of all members of the Board
  • Facilitating the effective contribution of Non-Executive Directors
  • Ensuring constructive relations between the Executive and Non-Executive Directors
  • Identifying the development needs of the Board to enhance its overall effectiveness as a team
  • Ensuring the performance of the Board, its Committees and individual Directors is evaluated regularly and acting on the results of such evaluation
• Maintaining sufficient and effective communication with shareholders
  • Ensuring effective communications with shareholders including at general meetings
  • Maintaining sufficient contact with major shareholders to understand their issues and concerns
  • Ensuring that the views of shareholders are communicated to the Board
• Upholding standards of integrity and probity
  • Setting the tone of Board discussions to promote effective decision making and constructive debate
  • Ensuring the Board is fully informed on all issues of relevance
  • Ensuring effective implementation of Board decisions
  • Building an effective Board
  • Providing coherent leadership of the Group

The Role of Chief Executive Officer

The Chief Executive Officer is responsible, within the authority limits delegated to him by the Board for:

• Business strategy and management
  • Developing Group objectives and strategy having regard to the Group’s responsibilities to its shareholders, employees and other stakeholders
  • Achievement of agreed objectives and execution of strategy
  • Recommending to the Board the annual budget and ensuring its achievement following Board approval
  • Optimising the use and adequacy of Group resources
• Investment and financing
  • The recommendation to the Board of all investments and capital expenditure which are material in a group context
  • Identifying and executing acquisitions and disposals following Board approval
  • Leading geographic diversification initiatives
  • Identifying and exploring new business opportunities
  • Risk management and controls
  • Managing the Group’s risk profile
  • Ensuring appropriate internal controls are in place
• Communication
  • Providing a means for accurate and timely disclosure of information in accordance with applicable legal requirements
  • Ensuring effective communication with shareholders
• Board and committees
  • Making recommendations on remuneration policy
  • Making recommendations as necessary to Board committees including Group HR policies, management development, and succession planning for the Executive team and the appointment and termination of employment of members of that team
• General
  • Leading the senior executive team in the day-to-day running of the business
  • Ensuring effective implementation of Board decisions
  • Reviewing the operational performance and strategic direction of the Group’s business
  • Reviewing the Group’s organisational structure and recommending changes where appropriate
  • Keeping the Chairman and the Board informed on all important matters