Henderson views good corporate governance as essential to achieving the goals of the organisation.
We have a governance framework in place which will enable us to deliver on our strategy whilst protecting the interests of shareholders, clients, employees and suppliers.
The Board comprises a Non-Executive Chairman, two Executive Directors and six other Non-Executive Directors.
There is a division of responsibility between the Chairman, who is responsible for leading the Board and ensuring its effectiveness, and the Chief Executive who is responsible to the Board for the overall management and performance of the Group.
The Board meets regularly both as a whole and as standing Board Committees.
Meetings provide Directors the opportunity to question and challenge any initiatives and proposals from Management. Directors receive detailed reports on various aspects of the business and any major issues affecting it, which include a monthly performance report.
The Board has delegated specific responsibilities to four standing Committees of the Board. The membership of the Board Committees and a summary of their main duties and terms of reference are set out in our Board Committees page.
The Chief Executive, along with the other Executive Committee members, is responsible for developing business strategy and, once approved by the Board, for ensuring the strategy is implemented in accordance with the approved operating plan, complying with internal policies, procedures and controls.
For more information on our Board and Executive Committee, please see Our people page.
Evaluation and performance
The Board's performance is regularly evaluated both internally and externally.
The 2015 Board internal evaluation focused on the areas highlighted from the 2014 evaluation which was conducted by Independent Board Evaluation. It was agreed that both the Board and its Committees continue to operate effectively, and the progress against the actions arising from the 2014 evaluation will continue to be monitored. The Directors agreed that addressing certain points could further improve the performance of the Board, details of which can be found on page 56 of our Annual Report and Accounts.
The performance of the Chief Executive is evaluated by the Chairman and the Remuneration Committee. The evaluation of the Executive Committee members is undertaken by the Chief Executive and the Remuneration Committee.
For more information on our Remuneration Committee and policy, please see our Annual Report and Accounts.
Henderson actively engages with investors and investor bodies and we welcome the opportunity to discuss their views on relevant issues. Our Executive Directors regularly meet with institutional shareholders and equity analysts. In 2015, the Chairman and the Board met with the Group's largest institutional shareholder during the Board's visit to the US.
All shareholders are invited to the Group's Annual General Meeting ("AGM") and all Directors attend. The meeting is typically held in the UK and simultaneously broadcast to a venue in Sydney.
For more information on the Group's AGM, please see our General Meetings page.
Our risk management framework is a key component of our business model and is designed to protect the interests of our clients and our shareholders. The principle of individual accountability and responsibility for risk awareness and risk management is an important feature of our culture.
Overall accountability for risk management lies with the Board.
The Board articulates the risks that the Group is willing to take in pursuit of its strategy through the Group's risk appetite statement. The statement covers eight main themes regarded as essential to the successful delivery of the Group's strategy and goals:
Client and fund investment focus
Group financial stability
Group growth and performance
Our risk management framework utilises a 'three lines of defence' approach to managing risk. The Chief Executive and business management have primary responsibility for day-to-day management of risk in their area and ensure that effective controls are in place. The Chief Risk Officer ("CRO") reports independently of management to the Chair of the Board Risk Committee and attends all Board, Audit and Board Risk Committee meetings. Internal Audit provides independent assurance that controls are appropriate and are operating effectively. As part of its regular agenda, the Board Risk Committee reviews business continuity activities and plans, the Reverse Stress Test and risk policies.
For further information on the key risks faced by the Group and the means adopted to mitigate them, please see our Annual Report and Accounts.
We support the high standards of corporate governance contained in the UK Corporate Governance Code issued by the Financial Reporting Council and the Principles of Good Corporate Governance and Best Practice Recommendations issued by the ASX Corporate Governance Council (the "ASX Principles").
Henderson Group values its interaction with the investor community and welcomes the views of both retail and institutional investors and their representative bodies. Our website includes online services to help shareholders manage their holding and engage with the Company. In addition, we offer a variety of information and feedback channels including shareholder call centres, email access and shareholder meetings.
A programme, including monthly reporting, is in place to ensure that feedback from shareholders and market participants is communicated to the Directors.
The Board has delegated specific responsibilities to four standing Committees of the Board. A copy of the matters reserved to the Board is included below.
Robert Jeens is the Chairman of the Committee and its other members are Sarah Arkle, Kalpana Desai and Tim How.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the external auditor and their terms of engagement (including audit fees) and for reviewing the performance, independence and objectivity of the external auditor. It receives and reviews reports from management and the external auditors relating to the Company's Annual Financial Report and Accounts and interim reports. The Audit Committee also receives formal reports from the internal auditor, who attends meetings as required. It reviews compliance with legal and regulatory requirements, accounting standards and the form of the statutory accounts and accounting policies.
The external auditors are subject to annual reappointment at the company's Annual General Meeting. The Company has adopted a Charter of Statutory Auditor Independence, which requires both the Company and the auditors to take measures to safeguard the objectivity and independence of the external auditors.
Board risk committee
Sarah Arkle is the Chair of the Board Risk Committee. The other members are Kalpana Desai, Kevin Dolan, Robert Jeens and Angela Seymour-Jackson.
The Risk Committee has a forward looking focus, to anticipate potential issues by assessing known or foreseeable risks and enabling Henderson Group plc and its subsidiaries ("the Group") to take action to avoid or mitigate the impact of those issues. In particular the Risk Committee advises the Board on the Group's risk profile and risk appetite in setting its future strategy; advises the Board on the amount of surplus regulatory capital that should be held; oversees the effectiveness of the risk management procedures, regulatory compliance and the principal risks and uncertainties relating to the Group; and, reviews the work and reports prepared by the Chief Risk Officer.
Richard Gillingwater is the Chairman of the Nomination Committee. All the other Non-Executive Directors are members of the Committee.
The Nomination Committee has responsibility for considering the size, composition and balance of the Board, the retirement and appointment of additional and replacement Directors and making appropriate recommendations to the Board on these matters.
Tim How is the Chairman of the Remuneration Committee. The other members are Sarah Arkle, Kevin Dolan and Angela Seymour-Jackson.
The Remuneration Committee has responsibility for making recommendations to the Board on the Company's policy for the remuneration and performance of executive Directors and for determining, within agreed terms of reference, specific remuneration packages for each of the Executive Directors. The Report on Director's Remuneration provides details on how the Remuneration Committee exercises these duties and from which advisors the Committee took advice.
For further information on the Board's committees, please see our Annual Report and Accounts.
The Board has overall responsibility for the Group's system of internal controls and for reviewing its effectiveness.