Matters Reserved for the Board

Matters Reserved for the Board

1. Strategy and Management
 
• Responsibility for the overall leadership of the Company and setting the Company’s values and standards.
• Review of performance in the light of the Company’s strategy, objectives and budgets and ensuring that any necessary corrective action is taken.
• Approval of the Company’s strategy and business plan.
• Approval of the annual operating and capital expenditure budgets and any material changes to them.
• Oversight of the Company’s operations ensuring
     - competent and prudent management;
     - sound planning;
     - an adequate system of internal control;
     - adequate accounting and other records;
     - compliance with statutory and regulatory obligations.
• Extension of the Company’s activities into new business or geographic areas.
• Any decision to cease to operate all or any material part of the Company’s business.
 
2. Structure and Capital
 
• Changes relating to the capital structure including reduction of capital, share issues (except under employee share plans), share buybacks.
• Any changes to the corporate structure, including acquisitions and disposals of shares.
• Changes to the management and control structure.
• Any changes to the Company’s listing.
 
3. Financial reporting and controls
 
• Approval of the half-yearly report, preliminary announcement, interim and final results.
• Approval of the annual report and accounts.
• Approval of the dividend policy.
• Declaration of the interim dividend and recommendation of the final dividend.
• Approval of any significant changes in accounting policies or practices.
• Approval of treasury policies (including foreign currency exposure and the use of financial derivatives)
 
4. Internal Controls
 
• Receiving reports on, and reviewing the effectiveness of, the Company’s risk and control processes to support its strategy and objectives.
• Undertaking an annual assessment of these processes.
 
5. Contracts
 
• Approval of major capital projects.
• Contracts in which a director or other related party is interested.
• Business where there is the potential for a director to have a conflict of interest.
• Contracts which are material strategically or by reason of size.
• Any proposed material acquisition of another company or the making of a takeover offer.
• Any binding commitment to enter into a material strategic alliance, joint venture, partnership or profit sharing arrangement.
 
6. Investor Relations
 
• Receiving reports on the views of shareholders.
• Approval of resolutions and corresponding documentation to be put forward to the shareholders at a general meeting.
• Approval of press releases concerning matters decided by the Board.
• Approval of all circulars, prospectuses and listing particulars.
 
7. Authority
 
• The division of responsibilities between the chairman and chief executive, which should be clearly established, set out in writing and agreed by the Board.
• Establishing Board committees and approving their terms of reference, and approving material changes thereto.
• Receiving reports from Board committees on their activities.
• Consideration of the balance of interests between shareholders, employees, customers and the community.
• Assessment of which directors are independent.
• Undertake a formal and rigorous annual review of its own performance, and that of its committees and individual directors.
• Approval of delegated levels of authority.

8.      Nominations
 
• Changes to the structure, size and composition of the Board, following recommendations from the nomination committee.
• Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience within the Company and on the Board.
• Appointments to the Board, following recommendations by the nomination committee.
• Selection of the chairman of the Board and the chief executive.
• Appointment of the senior independent director.
• Appointment or removal of the company secretary.
• Membership and chairmanship of Board committees following recommendations from the nomination committee.
• Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate.
• Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the Company, subject to the law and their service contract.
• Appointment, reappointment or removal of the external auditor to be put to shareholders for approval in general meeting, following the recommendation of the audit committee.
 
9. Remuneration

• Determining the remuneration policy for the directors, company secretary and other senior executives.
• Determining the remuneration of non-executive directors.
• The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
 
10.  Policies

Approval of policies including:
• Code of Conduct
• Share dealing code
• Bribery prevention policy
• Health and Safety policy
• Environment and sustainability policy
• Human resources policy
• Communications policy
• Corporate social responsibility policy
• Charitable donations policy
 
11. Other

• Approval of the appointment of the Company’s principal professional advisers and brokers.
• Review of the Company’s overall corporate governance arrangements.
• Approval of the overall levels of insurance for the Company including directors’ and officers’ liability insurance.
• This schedule of matTers reserved for Board decisions.