Role of the Chairman
 

The Chairman is responsible for leadership of the Board and is pivotal in creating the conditions for overall board and individual director effectiveness, both inside and outside the boardroom.  Specifically, it is the responsibility of the Chairman to:

• run the Board and set its agenda.  The agenda should take full account of the issues and the concerns of all board members.  The agenda should be forward looking and concentrate on strategic matters rather than formulaic approvals of proposals which can be the subject of appropriate delegated powers to management;
• ensure that the members of the Board receive accurate, timely and clear information, in particular about the company’s performance, to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the company;
• ensure effective communication with and chair meetings of shareholders and ensure that the members of the Board develop an understanding of the views of the major investors;
• engage with major shareholders in the normal course of business at least annually, to build investor confidence in the company and its leadership;
• manage the Board encouraging a culture of openness and debate and ensuring that sufficient time is allowed for discussion of complex or contentious issues, where appropriate arranging for informal meetings beforehand to enable thorough preparation for the board discussion.  It is particularly important that directors have sufficient time to consider critical issues and are not faced with unrealistic deadlines for decision-making;
• take the lead in providing a properly structured induction programme for new directors that is comprehensive, formal and tailored, facilitated by the company secretary;
• take the lead in identifying and meeting the development needs of individual directors, with the Company Secretary having a key role in facilitating provision.  It is the responsibility of the chairman to address the development needs of the Board as a whole with a view to enhancing its overall effectiveness as a team;
• ensure that the performance of individuals is evaluated at least once a year; and
• encourage active engagement by all the members of the Board.

The Chairman should:

• demonstrate effective leadership of the Board;
• uphold the highest standards of integrity and probity;
• set the agenda, style and tone of board discussions to promote effective decision-making and constructive debate;  facilitate, encourage and expect the informed and critical contribution of the directors in particular in discussion and decision-taking on matters of risk and strategy;
• promote effective relationships and open communication, both inside and outside the boardroom, between non-executive directors and the executive team;
• build an effective and complementary board and, in conjunction with the Nomination and Governance Committee where appropriate, plan succession in board appointments, subject to Board and shareholders’ approval;
• promote the highest standards of corporate governance;
• ensure clear structure for and the effective running of board committees;
• ensure effective implementation of board decisions;
• establish a close relationship of trust with the Group Chief Executive, providing support and advice while respecting executive responsibility;
• be available to the auditors and the heads of internal audit and compliance;
• represent the Board internally and externally and, in conjunction with the Group Chief Executive develop the group’s corporate communications policy; and
• be perceived as independent and, on appointment meet the independence criteria set out in the corporate governance code issued by the Financial Reporting Council;
• be proposed for election on an annual basis.

Time Commitment

The chairmanship of Lloyds Banking Group should be the individual’s primary activity.

The Chairman will be expected to commit a substantial proportion of his or her time, i.e. around two-thirds, to the business of the Group, to

• have relevant involvement with the Group Chief Executive and the rest of the executive team, without detracting from the required degree of detachment from them,
• represent the special interests of the Group, in the City, as a major financial services organisation; and
• be available as required for consultation / representational purposes.
  

in the event of need, the bank chairmanship role will have priority over any other business time commitment.

Qualities

The Chairman should have a high reputation and a good track record as a shrewd, respected strategic thinker and business person.