The Board of Directors Chairman and Chief Executive Role of the Board The CG Code requires that the roles of Chairman and Chief The Company is governed by a Board of Directors, which Executive be separate and not performed by the same has responsibility for strategic leadership and control of the individual to ensure there is a clear division of Group designed to maximise shareholder value, while responsibilities between the running of the Board and the taking due account of the interests of those with whom the executives who run the business. Group does business and others. G.M.C. Bradley, the Chairman, is responsible for: Responsibility for achieving the Company’s objectives and • leadership of the Board running the business on a day-to-day basis is delegated to • setting its agenda and taking into account any matters management. The Board exercises a number of reserved proposed by other Directors for inclusion in the agenda powers which include: • facilitating effective contributions from and dialogue with • maintaining and promoting the culture of the Company all Directors and constructive relations between them • formulation of long-term strategy • ensuring that all Directors are properly briefed on issues • approving public announcements, including financial arising at Board meetings and that they receive statements accurate, timely and clear information • committing to major acquisitions, divestments and • obtaining consensus amongst the Directors capital projects • ensuring, through the Board, that good corporate • authorising significant changes to the capital structure governance practices and procedures are followed and material borrowings T.J. Blackburn, the Chief Executive, is responsible for • any issue, or buy-back, of equity securities under the implementing the policies and strategies set by the Board relevant general mandates in order to ensure the successful day-to-day management • approving treasury policy of the Group’s business. • setting dividend policy Throughout the year, there was a clear division of • approving appointments to the Board responsibilities between the Chairman and the • ensuring that appropriate management development Chief Executive. and succession plans are in place • setting the Group remuneration policy Board Composition • approving annual budgets and forecasts The Board is structured with a view to ensuring it is of a • reviewing operational and financial performance high calibre and has a balance of skills, experience and • reviewing the effectiveness of the Group’s risk diversity of perspectives appropriate to the Company’s management and internal control systems business so that it works effectively as a team, and that • ensuring the adequacy of the resources, staff individuals or groups do not dominate any decision- qualifications and experience, training programmes and making. budget of the Company’s accounting, internal audit, The Board comprises the Chairman, three other Executive financial reporting and environmental, social and Directors and nine Non-Executive Directors. Their governance (“ESG”) functions biographical details are set out in the section of this annual • overseeing sustainable development matters report headed Directors and Officers and are posted on the To assist it in fulfilling its duties, the Board has three Company’s website. primary committees, the Audit Committee (see pages 103 T.J. Blackburn, G.M.C. Bradley, F.N.Y. Lung, M.S.C. Ma and to 104), the Nomination Committee (see pages 100 to 101) M.J. Murray are directors and/or employees of the John and the Remuneration Committee (see page 101). Swire & Sons Limited (“Swire”) group. N.A.H. Fenwick and M.B. Swire are shareholders, directors and/or employees of and R.S.K. Lim is an adviser to the Swire group. 93 SWIRE PROPERTIES ANNUAL REPORT 2022