Board Governance

The Directors meet regularly as a Board and make decisions on a collective basis. The directors have a legal duty to promote the success of the Company and details of how the Directors have had regard to various stakeholder groups can be found here.

The Board has adopted a governance structure based on the UK Corporate Governance Code (the Code). This is detailed in the Operational Framework, which delegates matters to employees in a manner that has been designed to provide ongoing oversight of performance and adherence to policies and behavioural expectations.

The Board Charter is a top-level statement on corporate governance. This details certain governance principles and the principal duties of the Chair, Chief Executive, Company Secretary and Senior Independent Director. Attached to the Board Charter you will also find a schedule of matters reserved for the Board.

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 their appointment. View Board Composition.

The non-executive directors provide constructive challenge, strategic guidance, offer specialist advice and hold management to account. They also scrutinise the performance of management in meeting agreed goals and objectives, and satisfy themselves as to the integrity of financial information, and that systems of risk management are robust and defensible. In addition, they set the remuneration of the executive directors and oversee board succession planning.

Chair
Leads the Board and is responsible for its overall effectiveness in directing the Company. Also facilitates constructive board relations and the effective contribution of all non-executive directors, and ensures that directors receive accurate, timely and clear information.

Chief Executive
Responsible for the implementation and delivery of the strategy agreed by the Board. Developing for the Board’s approval, appropriate values and standards to drive the required behaviours and by leading by personal example with regards to company culture.

Senior Independent Director
Acts as a sounding board for the Chair and acts as an intermediary for the other directors as necessary. Annually, or on other occasions as necessary, leading the non-executive directors in appraising the Chair’s performance, and providing feedback.

Company Secretary
Ensuring that Board procedures are complied with and advising the Board on all governance matters. Also supports the Board by ensuring that it has the policies, processes, information, time and resources it needs in order to function effectively.

Board committees

The Board delegates matters to Board Committees. Clearly defined terms of reference support these delegations. The Board has established the following Committees:

• Audit
• Environmental, Social and Governance
• Innovation and Technology
• Nominations
• Remuneration

The membership of the principal board committees solely comprises non-executive directors. They provide leadership, scrutiny and oversight over key governance areas. View Board 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 6 May 2021.

Please click on the link below to view the Articles of Association of BAE Systems plc.

Articles of Association