Corporate Governance

The role of the Board

The Board sets the tone from the top, steering the Group culture and ensuring that the actions of management are aligned with the interests of shareholders. The Board sets Smith’s shared values of integrity, respect, ownership, customer focus and passion.
“Boards need to take the lead to set a positive culture and to make sure that good governance forms a firm foundation for decision making throughout the company.”

The Board is collectively responsible for the long-term success of Smiths, and the directors promote the creation of sustainable shareholder value within a governance framework of systems and controls.

As Smiths is listed on the London Stock Exchange it complies with the UK Corporate Governance Code. Each year the Board reports on its activities and performance, including the extent to which it has applied the corporate governance principles, in the Corporate Governance Statement in the Annual Report, found on page 74 in the 2019 Annual Report.

Annual Report 2019
“The building blocks of any great company include ensuring there is a strong framework of company governance.”

In order to operate effectively the Board and its Committees must be comprised of a suitable balance of tenure, skills, experience, knowledge and independence, and while the Board is collectively responsible for the success of the Group, there is a clear division of responsibilities between running the Board and the executive responsibility for running the business.

The board is responsible for ensuring that risk is managed to appropriate levels, and in order to retain control over decision-making there is a schedule of matters which have been reserved for the decision of the Board. These matters include approval of: 

  • Group strategy, business plans and budgets 
  • Half-yearly financial reports and the Annual Report and Accounts 
  • Acquisition or divestment of significant companies or businesses 
  • Remuneration policy for directors and other senior executives 
  • Changes to the structure, size and composition of the Board 
  • Issuance of Smiths Group plc shares.

Key documents