The Board
Role of the Board
The Board is responsible for promoting the long-term sustainable success of the Company, generating value for shareholders, while having regard to our stakeholders and the impact of our operations on the environment and the communities in which we operate.
The Board agrees the Group’s purpose, values and standards of behaviour expected of all employees, satisfying itself that these and the culture of the business are aligned. The Board also sets the Group’s strategy and oversees and monitors internal controls, risk management and the Group’s governance framework. Our robust governance framework, the Operational Framework, is agreed by the Board and sets out how we do business.
Purpose
The Company’s purpose recognises that we serve, supply and protect those who serve and protect us and that we have important wider stakeholder responsibilities that the Board has regard to in its decision-making. The Board monitors our strategy, behaviours and culture and their alignment with our purpose.
Culture
Our culture is to be performance driven and values led. The Board is responsible for ensuring that culture is aligned with our purpose, values and strategy.
Strategy
Our strategy is comprised of six key long-term focus areas aligned with our vision and mission. Agreed annually by the Board, it is an important part of how it promotes the long-term sustainable success of the Group.
Board engagement with stakeholders
In considering and engaging with stakeholders, the directors act in accordance with Section 172 of the Companies Act.
Board composition
The Board consists of executive and independent non-executive directors, plus a non-executive Chair who was independent in accordance with the Code on her appointment. There is a clear division in the roles and responsibilities of the executive and non-executive directors and between the Chair and Chief Executive which are detailed in our Matters Reserved for the Board.
Board Roles and Responsibilities
The Board has agreed the following in respect of the separate roles and responsibilities of the Chair, Chief Executive and Senior Independent Director:
Chair
The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair is specifically responsible for the following:
- Promoting the highest standards of corporate governance, including the requirement that all Directors act with integrity, lead by example and promote the desired culture.
- Leading the Board by exercising objective judgement, promoting a culture of openness and debate, facilitating constructive Board relations and maximising the effective contribution of all Non-Executive and Executive Directors.
- Working with the Chief Executive Officer (CEO) to ensure that Directors receive accurate, timely and clear information on the Company.
- Through the Nominations Committee, leading the process for appointments to the Board, ensuring that plans are in place for orderly succession to both the Board and senior management positions.
- Engaging regularly with shareholders to understand their views on governance and performance against the strategy. Ensuring that the Board as a whole has a clear understanding of their views.
- Leading the review of the performance of the Board, its committees and individual Directors, and acting on the results.
- Establishing an effective working relationship with the CEO, providing support and advice whilst respecting executive responsibility.
- Representing the Company at the highest level and, in conjunction with the CEO, develop strategic relationships with major customers worldwide.
Chief Executive Officer (CEO)
The CEO is responsible for the leadership and operational management of the Company within the strategy and business plan agreed by the Board. The CEO is specifically responsible for the following in respect of their relationship with the Board:
- Developing and proposing Company strategy and delivering the strategy as agreed by the Board.
- Producing business plans for the Company to be approved by the Board on an annual basis, and delivering such plans.
- Keeping the Board informed regularly as to the performance of the Company and promptly bringing to the Board’s attention all matters that materially affect, or are capable of materially affecting, the performance of the Company and the achievement of its strategy.
- Overseeing the management of the executive resource and succession planning processes and presenting the output from these as they relate to Executive Directors and senior management to the Nominations Committee.
- Ensuring that effective operational, financial and compliance controls and risk management processes are in place across the Company.
- Developing for the Board’s approval, appropriate values and standards to drive the required behaviours and guide all activities undertaken by the Company. Lead by personal example in communicating these to all Employees and communicate expectations with regards to company culture.
- Owning the Company’s commitment to all aspects of corporate responsibility including the Company’s ambition to achieve Net Zero.
- On an annual basis, leading the review of the Operational Framework and recommend any proposed changes to the Board for its approval.
Senior Independent Director (SID)
The SID provides a sounding board for the Chair and serves as an intermediary for the other Directors and shareholders. The Senior Independent Director is responsible for the following:
- Annually, or on other occasions as necessary, leading the Non-Executive Directors in appraising the Chair’s performance, and providing feedback to them.
- Chairing the Nominations Committee when it is considering the Chair’s succession.
- Should the Board or Company be undergoing a period of stress, work with the Chair and other Directors, and/or shareholders, to resolve significant issues with a view to maintaining Board and Company stability. Such intervention may be required, for example, if there is a dispute between the Chair and Chief Executive Officer; shareholders or Non-Executive Directors have expressed concerns that are not being addressed by the Chair or Chief Executive officer; the strategy is not supported by the entire Board; decisions are being made without the approval of the full Board; and, Board succession planning is being ignored.
Company Secretary
The Company Secretary is specifically responsible for the following in respect of their relationship with the Board:
- Ensuring that Board procedures are complied with, advising the Board on all governance matters, supporting the Chair and helping the Board and its committees to function effectively.
- Assisting the Chair in establishing the policies and processes the Board needs to function properly.
- Working with the Chair, ensuring good information flows within the Board and its committees and between senior management and non-executive Directors, as well as facilitating induction, arranging Board training and assisting with professional development as required.
- Ensuring that Directors, especially Non-Executives, have access to independent professional advice at the Company’s expense where they judge it necessary to discharge their responsibilities as Directors of the Company.
Principal committees
The Board has established principal committees which focus on particular areas, as set out below. The chair of each committee reports to the Board on the committee’s activities after each meeting.
Nominations committee
Audit and risk committee
Environmental, social and governance committee
Remuneration committee
Executive and other committees
Articles of Association
The Articles of Association are the governing rule book of the Company, regulating how the Board manages and makes decisions.
The Articles of Association deal with matters such as:
- Shareholders’ rights
- General meetings
- Appointment and removal of directors
- Meetings and proceedings of directors
- Communications with shareholders
The current Articles of Association were adopted at the Annual General Meeting on 7 May 2025.
Please click on the link below to view the Articles of Association of BAE Systems plc.