As a company limited by guarantee with no shareholders, the Board is held to account by our Association Members who carry out the governance and oversight role usually performed by shareholders.
The Board normally meets ten times a year and ad hoc as required. It devotes much of its time to overseeing Bupa's strategy and policy, the approval of business plans and significant capital expenditure, acquisitions and disposals and monitoring of performance.
The Board comprises an independent Non-Executive Chairman, the Group CEO, CFO and independent Non-Executive Directors. All Directors are subject to election/re-election at
each Annual General Meeting (AGM). All Non-Executive Directors are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement.
Non-Executive Directors are appointed for an initial term of three years, normally with the possibility of a period of extension for one term. Non-Executive Directors are paid a fee for their services to the group which are periodically reviewed by the Board with the help of independent advisors. During their time in office, they are also entitled to private medical insurance cover for themselves and any spouse or dependent children and annual health assessment for themselves and their spouse. Non-Executive Directors are not entitled to participate in any bonus, long-term incentive plan or pension arrangement funded by the company.
Board diversity policy
There is a clear
schedule of matters reserved
to the Board which is reviewed on a regular basis. This includes:
Setting Bupa’s strategy;
Ensuring that Bupa’s culture is aligned with its purpose, values and strategy;
Approving changes to Bupa’s capital structure, major transactions or capital expenditure;
Overseeing the Group’s internal control and risk management processes to ensure that they remain appropriate and are operating effectively; and
Adding value and support to the executive team.
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