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Matters Reserved for the Board

The board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed.  The board should set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance.  The board should set the company’s values and standards and ensure that its obligations to its shareholders and others are fully understood and met.

The board should meet regularly and there should be a formal schedule of matters specifically reserved for its decision.

  • Recommend interim and final dividends
  • Receive recommendations from the Audit Committee in relation to the appointment of the external auditors and to the audit fee
  • Approve the Interim Report, the Annual Report and Accounts, all circulars, prospectuses and similar documents for shareholders and all listing particulars
  • Approve any changes relating to the capital structure of the Company or its status as a plc
  • Receive recommendations from the Nomination Committee in relation to board appointments including those of the Chairman and Chief Executive
  • Agree terms of reference of the Chairman, Chief Executive and other executive directors
  • Agree with the Remuneration Committee the broad policy for the remuneration of the Chief Executive, Chairman and other executive directors
  • Agree terms of reference of board committees
  • Appoint and remove the Company Secretary
  • Agree any changes to the group management and control structure
  • Approve the group’s strategy
  • Approve the annual financial budgets
  • Approve all bank mandates for accounts in the name of the Company and all bank facilities excluding overdraft
  • Agree any changes in the rules of the Company pension schemes, including, on recommendation of the Trustees, changes in the investment manager and/or professional advisers
  • Approve the allocation of shares to share schemes and allot shares on exercise of options
  • Receive recommendations from the Remuneration Committee regarding the funding of the Trustee of the Long Term Incentive Plan
  • Approve proposals and capital expenditure defined by authority limits as laid down from time to time
  • Agree acquisition and disposal of businesses
    Approve the prosecution, defence or settlement of litigation of a material nature
  • Approve the ethics, treasury, risk management and insurance policies


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