Corporate governance

The principles of good governance and accountability to our key stakeholders have always been part of our corporate culture. We pride ourselves on our ethics of honesty, integrity, openness and fairness in how we conduct our day to day business.

Board of directors 

Board committees 

Senior management team 

 

Role of the board

The board’s role is to oversee and direct the affairs of the group, so as to further the best interests of the members, in accordance with the relevant law and our memorandum and rules. The board meets at least four times a year and its responsibilities are set out in its terms of reference, which also details the matters that are reserved specifically for the board. These include responsibility for:

  • the development and implementation of the group’s overall strategy and business plans bonus distribution policy
  • financial reporting and key actuarial and financial assumptions
  • risk management, including risk strategy, appetite and delegation of risk ownership
  • the group’s internal control environment
  • significant transactions, including acquisitions, mergers and disposals
  • terms of reference of the various committees
  • appointment and removal of directors and secretary

The board receives and reviews regular reports from the senior management and committee chairmen on progress against approved strategies, plans and budgets.

Role of the board members

Chairman and chief executive
The roles of the chairman and chief executive are separate. Each has clearly defined responsibilities, which are set out in writing.

The chairman:

  • leads the board, ensuring it operates effectively and in the best interest of the members
  • sets the agenda for the board meetings in consultation with the chief executive and the group’s secretary
  • ensures the directors receive accurate, timely and clear information, which is fit for the purpose of enabling them to make informed decisions
  • ensures open and honest discussions and considered decision making
  • ensures we communicate effectively with our members
  • leads performance evaluation of the directors
  • represents the group to the members

The chief executive:

  • leads the senior management team in the day-to-day management of the group
  • formulates strategy proposals for consideration by the board
  • implements the agreed strategy and policies
  • makes operational decisions
  • reports to the board on the progress by the group
  • against the strategic agenda and on the performance of the group
  • works with the chairman in representing the group to the members and other key stakeholders

Vice chairman
The vice chairman acts as the group’s senior independent non executive director. The vice chairman:

  • acts as a sounding board for the chairman
  • acts as an intermediary for the other directors, when necessary
  • listens to the concerns of our members, if the traditional reporting lines of chairman, chief executive or other directors are ineffective or inappropriate

Secretary
The group’s secretary acts as the secretary to the board and its committees and ensures that the board complies with all appropriate procedures.

Board diversity

The group is committed to ensuring that it appoints and retains non executive directors who bring experience, expertise and a range of opinions to the board. The board is committed to:

  • the principles of equal opportunity
  • avoiding group think
  • ensuring that it has a range of knowledge, skills and experience

The board is of the opinion that the principles of diversity cannot be distilled down to a discussion about gender, race, disability, age, sexual orientation or religious or political beliefs. In addition, we draw our directors from a membership pool of highly educated and skilled individuals, who would find it unacceptable to be appointed to our board under any quota.

The group has been scrupulous in ensuring it makes all its appointments across the spectrum on merit alone. We believe that the key to realising the benefits of diversity lie in ensuring that our board represents the views and opinions of the different strands of the dental profession and our discussions cover the widest range of thoughts, ideas and opinions. This is only possible by selecting the most able candidates, united by a common purpose of doing the right thing for the society and our members, in an environment that encourages the directors to express their views openly and honestly.

The group encourages and welcomes interest from all candidates who would add to the quality of the board’s discussions. With this in mind, the board has considered whether it should introduce formal diversity targets in the context of its existing meritocratic process for the appointment of non executive directors. Against this overriding objective, the society does not currently propose to set targets for diversity on the board.

Board appointment and term

The governance committee evaluates the board’s balance of knowledge, skills and experience and uses this information to guide its recruitment activities and recommendations for the appointment of directors. The committee uses open advertising in dental publications as the primary means of attracting applications from interested candidates.

The committee reviews the details submitted by the interested candidates and agrees a shortlist to be interviewed and the preferred candidate recommended to the board for appointment. As part of the recruitment process, the committee considers the other commitments of the candidates to ensure they are able to devote sufficient time to the role and whether there are any conflicts of interest.

All non executive directors are reappointed annually by the members, subject to the board being satisfied with their performance and commitment to the role. The governance committee oversees the process of continued appointments.

Non executive directors appointed after 31 December 2003 must retire from the board after 15 years of service. The other non executive directors have a mandatory retirement age of 65 years. The terms and conditions of appointment of directors are available for inspection at the group’s registered office during normal business hours and at the annual general meeting.

Contact

If you have any questions please contact our company secretary Simon Elliott on 020 7400 5700.

 

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