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The Board of Smith & Nephew plc

The role of the Board

The Board of Smith & Nephew approves the Group strategy presented by management, oversees the implementation of that strategy and monitors performance. It defines our tolerance for risk, makes the major decisions affecting our business and monitors effective relationships with our shareholders.

The Board delegates some of its activities to the key Board Committees:

  • Audit
  • Remuneration
  • Ethics & Compliance and
  • Nomination & Governance.

It also delegates the day-to-day running of the business to the Chief Executive Officer, who in turn delegates the running of individual business and functional areas to members of his executive management team

Operating and management committees

A number of operating and management committees advise and support members of senior management. These committees report up through the lines of management ultimately to the Chief Executive Officer and for significant matters to the Board.

In 2012, we complied with all the provisions of the UK Corporate Governance Code. We also complied with the requirements of the Securities and Exchange Commission and the New York Stock Exchange except that the Nomination & Governance Committee is not composed entirely of independent Directors as required by the NYSE, but consists of a majority of independent Directors in accordance with the UK Corporate Governance Code.

Board effectiveness

We undertook an internally-facilitated review into the effectiveness of the Board during 2013. This review noted that the performance of the board had improved since the last internal review in 2011, particularly inevaluating performance against the long-term strategic plan, identifying and monitoring strategic risks and gaining a better understanding of the competitive environment.