Role of the Board

Collectively responsible to the company’s shareholders for the long-term sustainable success of the company, by providing effective leadership, establishing the company’s Purpose and Values and monitoring its culture, setting the company’s strategy and overseeing its delivery within a framework of internal controls, setting the company’s risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Board members act for the benefit of shareholders while taking into account the interests of a range of other stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006. Information about each of the members of the Board can be found on our Leadership page.

The Board has a formal schedule of matters specifically reserved to it for its consideration.

Board Reserved Matters.

Board Committees

The Board delegates certain of its responsibilities to standing Board Committees. Further details about these Committees can be found on our Committees page.

Board responsibilities

The Board has agreed a clear division of responsibilities between the Chair and the Group Chief Executive. Other Directors’ and the Company Secretary’s roles are also clearly defined to assist in enhancing the effectiveness of the Board. A summary is set out below:

Chair	Provides overall leadership to, and ensures the effectiveness, of the Board Sets the agenda, character and tone of Board meetings and discussions  Maintains an effective working relationship with the Group Chief Executive Officer Leads the annual performance evaluation of the Board and its Committees and ensures Non-Executive Directors make effective contributions  Assists the Board in understanding stakeholders’, including shareholders’, views
Deputy Chair	Maintains a close dialogue with the Chair and the Group Chief Executive Officer  Supports and deputises for the Chair as required  Assists the Group Chief Executive Officer in developing strategy, in view of his deep knowledge of the Company and the passenger transport sector
Group Chief Executive Officer	Develops the Company’s strategy for consideration and approval by the Board and provides effective leadership to the Group Executive Committee (‘GEC’) in the delivery of that strategy Responsible for the management of the Group’s operations, including the Group’s safety and sustainability activities  Manages, with the GEC members, relationships with key stakeholders, from shareholders to key customers and suppliers  Communicates the Group’s progress against strategy and operational performance to investors and analysts  Leads the workforce and sets the Company’s culture ‘from the top’
Group Chief Financial Officer	Works closely with the Group Chief Executive Officer in the development and delivery of the Company’s strategy Responsible for the financial stewardship of the Company and management of its resources through appropriate accounting, financial and other internal controls Directs and manages the Group’s finance, risk management, internal audit, insurance, tax and treasury functions  Manages investor relations, including by communicating the Group’s financial performance to investors and analysts
Senior Independent Non-Executive Director	Acts as a sounding Board for the Chair and a trusted intermediary for other Directors  Available to investors to discuss any concerns that cannot be resolved through the normal Chair or Executive Director channels  Leads the Board in the annual performance evaluation of the Chair and in developing Chair succession plans
Independent Non-Executive Directors	Monitor and scrutinise the Company’s performance against its strategic goals and financial plans Bring objective perspective to the Board’s deliberations and decision-making, drawing on their collective experience and individual expertise and insights Chair and otherwise play lead roles in the functioning of the Board’s Committees  Monitor and assess the Company’s culture, use appropriate and effective means to engage with the workforce and acquire an understanding of stakeholders’ views  Monitor and assess the effectiveness of, and support and constructively challenge, the Executive Directors
Group General Counsel & Company Secretary	Provides advice and support to the Board, its Committees, the Chair and other Directors individually as required, primarily in relation to corporate governance matters  Responsible, with the Chair, for setting the agenda for Board meetings and for high quality and timely information and communication between the Board and its Committees, and between the Directors and senior management as required Ensures that Board and Committee procedures are complied with