Governance Report The role of the Board The strategy of the Group is set and the Board composition management of the Company is controlled As at the date of this report, the Board by an experienced and effective Board. comprises seven Executive Directors and nine While the management teams of the Group’s Non-Executive Directors. Biographical details operating businesses have an important role of each of the Directors, their dates of in running the Group’s day-to-day activities, appointment and committee memberships are a number of matters are formally reserved for set out on pages 48 to 55. the determination of the Board. These include setting strategy, evaluating corporate actions, As referred to in the Executive Chairman’s incurring further debt and approving budgets governance statement, the roles of Chairman and financial statements. Media.Monks and and Chief Executive of the Company are Data.Monks are represented by multiple carried out on a combined basis by Sir Martin executives at the Board level, contributing Sorrell. The Board has considered Sir Martin’s to the Group’s strategy of operating on a role as Executive Chairman in the context of unitary basis. the Board’s commitment to achieving high There were four scheduled meetings of the standards of corporate governance. Board in the year to 31 December 2021 Sir Martin has been a leading figure in the and 13 ad hoc meetings called to approve communication services industry for over combinations and other corporate activity 40 years and the Board continues to be we have undertaken. Attendance at these of the view that his expertise, knowledge meetings is summarised on page 60. and global network of relationships are an Our scheduled Board meetings consider unparalleled advantage to the Group, the business and financial performance, updates formulation and execution of its strategy and on key initiatives, strategy, reports from its day-to-day operations. In light of this, the committees of the Board and shareowner Board believes that combining the roles of communications and feedback. Chairman and Chief Executive is in the best The Board also receives regular updates on interests of your Company, shareowners and the performance of the Group’s businesses, other stakeholders. operational matters and legal updates from The Board believes that it can only continue the Executive Chairman and the Executive to be effective with robust challenge and Directors. All Board members have full access thoughtful advice being provided both at to the Group’s advisers for seeking professional formal Board meetings and through informal advice at the Group’s expense. The Group’s interactions between Directors. Given the vast wider organisational structure has clear lines and differing experience and expertise of the of responsibility. Operating and financial Directors, the Board remains of the view that responsibility for all subsidiary companies rests the combination of the roles of Chairman and with the Board. Chief Executive has not affected the promotion of a culture of openness and debate and constructive relations between and among the Executive and Non-Executive members of the Board. To date there has not been an evaluation of each of the Directors, the committees and the Board as a whole, but it is intended that an evaluation will take place during 2022, with the outcomes being included in the next Annual Report. 58 S4Capital Annual Report and Accounts 2021