THE ROLE OF THE BOARD

Phoenix Management Company Limited (“PMC”), has been delegated with the responsibility of organising the strategic development of Phoenix Beverages Limited. However, it is the Board’s responsibility to ensure that there is an effective organisational and reporting structure in place so that there are clear reporting lines within the Group and well-defined roles and responsibilities. The above measures have been implemented to ensure that the right decisions are being made with involvement from the right people. The Board’s ultimate responsibility is for the supervision of the Group. It has the following principal duties:

• Review and approval - although it is the role of PMC to define and develop the strategy of Phoenix Beverages Limited, it remains the Board’s responsibility to review and approve the proposed strategy before it is implemented by the Company.

• Strategy - contribute to the development of, and validate, the Group’s long-term strategy. This includes through review and discussion of reports and updates at Board meetings as well as through the annual strategy review meeting which is presented to the Board.

• Group financial and operational performance – review and monitor the performance of the Group, throughBregular reporting and discussions with the Executive Committee and other senior management.

• Senior management – ensure that the management team has the skills and resources to deliver the strategy and that appropriate succession and contingency plans are in place.

• Evaluation and composition – review the performance of the Board and its Committees to ensure that they are effective. Ensure that the Board and its Committees comprise of competent and capable individuals with a range of skills and experience who bring independent views to decision making.

• Internal controls – maintain an appropriate internal control framework.

• Risk – ensure that there are effective risk management policies and processes in place and an appropriate governance structure.

• Business continuity planning – ensure that procedures are implemented to safeguard staff as well as the interests of PBL through business continuity management, which is a process that identifies potential risks, their impacts builds resilience and ensures capability for effective response.

The Board is assisted by various Committees of the Board which report regularly to the Board. In undertaking its duties, the Board delegates certain authorities and decisions to its Committees, notably the Corporate Governance and Audit and Risk Committees. The membership of these Committees is regularly reviewed by the Board. These Board Committees have clearly defined terms of reference.

Day-to-day management of the Group is the responsibility of the Chief Executive Officer. To assist him in this role, the Chief Executive Officer has established a management team. Authority for operational decisions is delegated by the Board to senior management at operating level, who are supervised by the Executive Directors.

Board members have unrestricted access to the records of the Company and also have the right to seek independent professional advice, at the expense of the Company, to enable them to discharge their responsibilities effectively.

BOARD OF DIRECTORS

The Chairman leads the Board and ensures its effectiveness. He also organises its business and sets its agenda. In addition to the Chairman, who is a Non-Executive Director, there are currently three independent Non-Executive Directors, six Non-Executive Directors and two Executive Directors who have a range of strong and complementary skills. Their biographies are set out on pages 42 to 45. The Board is of the view that it is adequate to meet business requirements. The size and composition of the Board is supervised by the Corporate Governance Committee. Furthermore, the Board does not believe that its members should be prohibited from serving on boards of other organisations and has not adopted any guidelines limiting such activities. Each Director has a duty to act in the best interests of the Company and is expected to ensure that his or her other responsibilities do not impact on his or her responsibilities as a Director of Phoenix Beverages Limited. The Directors have made the required disclosures regarding their directorships in other listed companies.

Before each Board and Committee meeting, relevant reports and papers are circulated to Directors, including financial performance data and detailed updates on the progress and implementation of the strategic plan when appropriate.

The Board has the opportunity to discuss these reports and updates and to challenge directly the Executive Directors who attend the Board meetings.

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