Board Responsibility

Board of Directors

The Board provides leadership to the Company and has overall responsibility for the business and management of Essentra.

Board roles

The roles of the Chairman and the Chief Executive are separately held and are so defined as to ensure a clear separation of responsibilities. The Chairman leads the Board and ensures its effectiveness: the Chief Executive is responsible for the executive management and performance of Essentra’s operations.

Delegation

The Board delegates specific responsibilities to the Audit, Nomination and Remuneration Committees which operate within clearly defined terms of reference approved by the Board. These Committees report regularly to the Board.

The Board has adopted a schedule of matters which are required to be reviewed by it, including the approval of annual and interim results, strategic plans, annual budgets, material increases to borrowing and loan facilities, acquisitions and disposals and major capital and operating expenditure proposals.

Board procedures

Internal controls implemented by the Company, to ensure the Board maintains overall control for all material strategic, financial, operational and compliance matters affecting the Company, are clearly defined.

In furtherance of their duties, there are agreed procedures for the directors to take independent professional advice, if necessary, at the Company’s expense.

All directors have access to the advice and services of the Company Secretary who is responsible to the Chairman for ensuring that Board procedures are complied with and that applicable rules and regulations are followed.

On appointment, directors benefit from an induction programme tailored to their individual needs and designed to assist them in their understanding of Essentra and its operations. The programme, which continues throughout a director’s tenure as necessary, includes details of fiduciary duties, Companies Act requirements, dealing restrictions as outlined in the Disclosure Rules and the Model Code on directors’ dealings in securities contained in the Listing Rules of the Financial Services Authority, Board and business related matters, meetings with senior management, site visits and the opportunity to meet with major shareholders.