
Man Group plc | Annual Report 2022
89
Strategic report | Governance | Financial statements | Shareholder information
Diversity
The Board is a highly skilled, committed and diverse group of individuals
who are focused on understanding its own strengths, challenges and
operational style. The Board biographies on pages 74 to 75 and
theanalysis of the Board’s composition on page 71 give an overview
ofthe breadth, depth of talent and experience on Man Group’s Board.
The non-executive directors bring diversity through wide-ranging
contributions and perspectives to Board review and decision-making
from their current executive or portfolio careers. Amix of short and long
tenure delivers fresh outlooks and challenge, complemented by a
longer-term understanding of the business and its people. In 2022, the
Board approved a revised Diversity & Inclusion Policy which articulates
our approach to Board diversity now and in the future. More information
can be found on pages 102 to 103.
Independence and time commitment
All of the non-executive directors are considered to be independent
and the Chair was considered independent on his appointment to
the role. There are a number of ways in which the independence of
our non-executive directors is safeguarded:
• meetings between the Chair and the non-executive directors
without the executive directors being present;
• meetings between each of the directors and the Senior Independent
Director to discuss feedback on the performance of the Chair;
• separate and clearly defined roles for the Chair and CEO (as set
out below); and
• formal review of independence as part of the process for
renewing the appointment of non-executive directors.
To avoid ‘over-boarding’ and minimise potential conflicts, all Board
members are required to inform the Chair of any proposed changes
totheir external roles, including an indication of the expected time
commitment of any new external role so that an assessment can be
undertaken as to whether the director will continue to have sufficient
timeto discharge their duties as a director of Man Group. Any proposed
appointments that are considered to be significant, or represent potential
conflicts, will be assessed by the Board and a decision taken on the
extentto which any such conflicts can be managed. In addition, the
Boardcarries out a formal bi-annual review of all such roles and interests
to ensure that they do not represent an unmanageable business conflict
or atime commitment which might prejudice directors’ contribution.
Before appointing a new Chair or non-executive director, consideration
willbe given to the prospective director’s other appointments and
interests. The letters of appointment of the non-executive directors contain
provisions around the expected time commitment to firm related activities.
During the year, Jackie Hunt was appointed as a non-executive director
of Standard Chartered plc, Standard Chartered Bank and Rothesay
Lifeplc, and also informed the Chair of her plans to take on arole as
anon-executive director of Willis Towers Watson PLC with effect from
1 April 2023. Ceci Kurzman was appointed as a non-executive director
and member of the Audit, Nomination and Corporate Governance
Committees of Lanvin Group. The appointments were considered to
besignificant for the purposes of Provision 15 of the 2018 UK Corporate
Governance Code and in line with the process set out above, prior to
each appointment, the Chair considered and assessed the demands of
each role and associated time commitments, taking into account both
directors’ other appointments, and concluded that it would not affect
their ability to fulfil their roles as a non-executive director of ManGroup.
Board induction process
All non-executive directors receive a comprehensive and tailored
induction to the business and, if required, the asset management
industry. Induction programmes are structured around one-to-one
briefings with the Senior Executive, Executive Committee members
and the Company Secretary, with relevant briefing materials circulated
in advance and follow-up meetings arranged. New Board members
are invited to provide feedback on the programme they receive to
ensure it is useful and well targeted. They are encouraged to seek
updates on any topics which arise following Board meetings on which
they would like further information. Details of the induction programme
for non-executive directors are given on our website. Executive
directors receive an induction which takes account of their existing
skills, knowledge and experience. Jackie Hunt and Alberto Musalem
who were appointed as non-executive directors during the year, each
received a tailored induction in the months following their appointment.
Continuous development of the Board
Throughout the year, the Board is kept updated on key areas of the
business and regulatory changes through the following methods:
• briefings included within Board papers;
• presentations from senior management and other employees on
specific issues; and
• educational sessions from internal subject matter experts and
external advisers.
The main training topics covered during the year were:
• the hedge fund industry, investor sentiment and industry trends;
• update on the Market Abuse Regulation and the US
regulatorylandscape;
• Man AHL ‘teach-in’;
• the Information Security landscape;
• perspectives on the competitive landscape and the use of
technology; and
• ESG, stewardship and responsible investing.
In addition, opportunities continued to be made available to non-
executive directors to attend seminars and workshops virtually
ontopical business and regulatory issues offered by professional
services firms and law firms.
Board responsibilities
Chair CEO CFO& COO Senior Independent Director Non-executive directors Company Secretary
• Leads the Board, sets its agenda
and ensures it discharges its
roleeffectively
• Supports and constructively
challenges the CEO, promotes
effective relationships between
executive and non-executive
Board members, and creates
aculture of open debate
• Leads, with the support of the
Nomination Committee, effective
Board succession planning and
the search for and appointment
of new directors, taking account
of the need for the development
of Board skills, experience
anddiversity
• Ensures that the Board maintains
effective engagement with
shareholders and takes account
of the interests of all stakeholders
in its decision-making
• Has responsibility for the day-to-
day management of the business
with appropriate delegated
authorities, risk management
andinternal controls
• Develops, for Board
approval,business strategy and
management’s delivery against it
• Leads the Senior Executive
Committee (see pages 76 and
77),which is responsible for
developing and implementing
thefirm’s strategy
• Communicates a shared purpose
and set of business principles
andbuilds management talent
• Works closely with the Chair
andleverages the knowledge of
non-executive Board members
• Maintains an effective dialogue with
shareholders on the Company’s
strategy and performance
• Manages the allocation and
maintenance of the firm’s capital,
funding and liquidity in accordance
with regulatory requirements
• Has responsibility for the
preparation and integrity of the
firm’s financial information and
itsreporting
• Leads the development of annual
budgets and medium-term plans
for Board approval
• Has responsibility for the firm’s risk
management within the Board’s
risk appetite statements
• Maintains an effective dialogue with
shareholders and stakeholders
on the performance and financial
structure of the firm
• Has responsibility for and leads
the firm’s corporate development
strategy, including merger and
acquisition activity
• Has responsibility for the Global
HR and Talent functions
• Maintains a broad overview
of the work of the Board and
itsCommittees
• Provides a sounding board for,
and advice to, the Chair on Board
matters including development and
succession planning
• Acts as a point of contact for
communications with the non-
executive directors as required
• Leads the annual performance
evaluation of the Chair
• Leads the search for the
appointment of a new Chair
• Engages with shareholders
• Contribute and provide
constructive challenge to the
development of business strategy
• Contribute to the identification of
principal business risks and the
determination of risk appetite
• Monitor and challenge management
performance in delivering business
strategy and objectives
• Monitor and challenge the
effectiveness of the internal control
and risk management framework
• Monitor compliance with
theregulatory principles and
requirements impacting asset
management and distribution
• Review and challenge the
Company’s financial statements
and announcements
• Keep Board composition and
succession planning under review
in light of changing business needs
and recommend any changes to
be considered
• Advises the Board on corporate
governance matters, ensuring
good governance practices
• Supports the Board and
Committees in discharging their
respective roles
• Maintains the books and
recordsof the Company and
prepares minutes of Board and
Committee meetings
• Facilitates the induction, and
ongoing training and professional
development, of non-executive
directors to support them in
carrying out their responsibilities
• Monitors and ensures compliance
with company law, Listing
Rules, Disclosure Guidance
andTransparency Rules and
theMarket Abuse Regulation
• Organises Man Group plc’s AGM
and other shareholder meetings
• Acts as the main point of contact
for retail shareholders