Matters Reserved for the Board

Strategy and Management

  • Approval of the group's long term objectives and commercial strategy.
  • Approval of the annual group operating and capital expenditure budgets and any material changes to them.
  • Approval of the annual group three year plan.
  • Extension of the group's activities into new business or geographic areas.
  • Any decision to cease to operate all or any material part of the group's business.

Structure and Capital

  • Changes relating to the group's capital structure including reduction of capital, share issues (except under employee share plans), share buy-backs and major debt financing.
  • Major changes to the group's management and control structure.
  • Any changes to the company's listing or its status as a Plc.

Financial Reporting and Controls

  • Approval of preliminary announcements of interim and final results.
  • Approval of the Annual Report and Accounts, including the corporate governance statement and remuneration report.
  • Declaration of the interim dividend and recommendation of the final dividend.
  • Approval of any significant changes in accounting policies or practices following recommendation by the Audit Committee.
  • Approval of treasury policies following recommendation by the Audit Committee.
  • Ensuring maintenance of a sound system of internal control and risk management following recommendation by the Audit Committee.
  • Approval of major capital projects above £10 million.
  • Approval of major acquisitions or disposals of fixed assets or operations above £10 million.
  • Approval of major rationalisation programmes whose cost is in excess of £10 million.

Communication

  • Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
  • Approval of all circulars, prospectuses and listing particulars (other than routine documents).

Board Membership and Other Appointments

  • Changes to the structure, size and composition of the board.
  • Ensuring adequate succession planning for the board and senior management.
  • Appointment to the board, following recommendation by the Nomination Committee.
  • Selection of the Chairman of the Board and the Chief Executive.
  • Appointment of the Senior Independent Director.
  • Membership and Chairmanship of board committees.
  • 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 or removal of the Company Secretary.
  • Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following recommendation by the Audit Committee.

Remuneration

  • Determining the remuneration of executive directors following recommendation by the Management Development and Remuneration Committee.
  • Determining the remuneration of the non-executive directors, subject to the articles of association and shareholder approval as appropriate. The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.

Delegation of Authority

  • The division of responsibilities between the Chairman and the Chief Executive, which should be in writing.
  • Approval of terms of reference of board committees.
  • Receiving reports from board committees on their activities.

Corporate Governance

  • Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual directors.
  • Determining the independence of non-executive directors.
  • Considering the balance of interests between shareholders, employees, customers and the community.
  • Review of the group's overall corporate governance arrangements.
  • Receiving reports on the views of the company's shareholders.

Policies

  • Approval of the following policies:
    • Health and safety;
    • Environmental; and
    • Corporate social responsibility.

Other

  • The making of political donations.
  • Approval of the level of Directors' & Officers' liability insurance.
  • Major changes to the rules of the group's pension schemes.
  • Appointment of the company's registrars.
  • This schedule of matters reserved for the board.