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Board of directors

BOARD CHARTER

A formal board charter confirms that the directors are accountable to shareholders and are responsible for the following:

  • ensuring that the company‚Äôs short-, medium- and long-term strategy, as developed by management is reviewed and approved;
  • providing oversight of performance against targets and objectives;
  • assessing the group as a going concern;
  • approving the annual and interim financial statements;
  • providing effective leadership on an ethical foundation;
  • overseeing key performance and risk areas;
  • ensuring effective risk management and internal control;
  • responsibility for overseeing IT governance;
  • overseeing legislative, regulatory and governance compliance;
  • ensuring appropriate remuneration policies and practices;
  • overseeing director selection, orientation and evaluation;
  • ensuring balanced and understandable communication to stakeholders;
  • overseeing relationships with stakeholders of the company along sound governance principles;
  • ensuring that the company is playing its role as responsible corporate citizen; and
  • matters considered crucial for business success.

A clear division of responsibility is embedded in the board charter, with the board chaired by an independent non-executive chairman. The board has delegated authority to the chief executive officer for the implementation of the strategy and the ongoing management of the business.

COMPOSITION AND DIVERSITY OF THE BOARD
Lewis Group has a unitary board structure consisting of six non-executive directors and two full-time, salaried executive directors. The board confirms that it has the appropriate mix of knowledge, skills, experience, diversity and independence to objectively discharge its governance role and responsibilities.

In November 2016 the board adopted a gender diversity policy to improve the representation of women on the board. In 2018, this policy was extended and the board adopted a combined gender and race policy to further improve diversity with a 25% target for both gender and race diversity on the board.

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