Please enable JavaScript.
Coggle requires JavaScript to display documents.
Matters reserved for the board - Coggle Diagram
Matters reserved for the board
Strategy and management
Responsibility for the overall leadership of the company and setting the company's values and standards
Approval of the groups strategic aims and objectives
Approval of the annual operating and capital expenditure budgets and any material changes to them
Oversight of the groups operations ensuring
Competent and prudent management
Sound planning
Maintenance of sound management and internal control systems
Adequate accounting and other records
Compliance with statutory and regulatory obligations
Review of performance in the light of the groups strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken
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 groups business
Structure and capital
Changes relating to the group's capital structure including reduction of capital, share issues, share buy backs
Major changes to the groups's corporate structure, icnldung acquisitions and dispels of shares which are material relative to the size of the gorup
Changes to the groups management and control structure
Any change sot the company's listing or its status as a plc
Financial reporting and controls
Approval of the half yearly report, interim management statements and any preliminary announcement of the final results
Approval of the annual report and accounts
Approval of the dividend policy
Declaration of the interim dividend and reccomednation of the final dividend
Approval of any signficiant changes in accounting policies or practices
Approve of treasury policies
Approval of material unbudgeted capital or operating expenditues
Internal controls
Ensuring maintenance of a sound system of internal control and risk management including
Approving the company / group risk appetite statements
Receiving reports on and reviewing the effectiveness of the groups risk and control processes to support its strategy and objectives
Approving procedures for the detection of fraud and the prevention of bribery
Undertaking an annual assessment of these processes
Approving an appropriate statement for inclusion in the annual reports
Contracts
Approval of major capital projects and oversight over execution and delivery
Contracts which are material strategically or by reason of size, entered into the ordinary course of buisness
Contracts of the company not in the ordinary course of business
Major investments
Communication
Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives
Approval of resolutions and corresponding documents to be put forward to SH at a GM
Approval of all circulars, prospectuses and listing particulars
Approval of press releases concerning matters decided by the board
Board membership and other appointments
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 chair of the board and the chief executive
Appointment of SID to provide a sounding board for the chair and to serve as intermediary for the other directors when necessary
Membership and chairing of board committees following recommendations form the nomination committee
Continuation in office of directors at the end of their term of office when they are due to be reelected by shareholders at the AGM
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
Appointment or removal of the CS
Appointments to boards of subsidiaries
Appointment, reappointment or removal of the external auditor to be put to SH for approval in GM following the recommendation of the audit commitee
Remuneration
Determing the remuneration policy for the directors, CS and other senior executives
Determining the remuneration of the NEDs, subject to the Articles and SH approval
The introduction of new share incentive plans or major changes to existing plans to be put to SH for approval
Delegation of authority
The division of responsibilities between the chair, the CEO and other executive directors which should be clearly established, set out in writing and agreed by the board
Approval of the delegated levels of authority, including the CEOs authority limits
Establishing board committees and approving their terms of reference and approving material changes thereto
Receiving reports form board committees on their acitvities
Corporate governance matters
Undertaking a formal and rigorous annual review of its own performance, that of its committees and individual directors and the division of responsibiliteis
Determining the independence of NEDs in light of their character, judgement and relationships
Considering the balance of interests between shareholders, employees, customers and the community
Review of the groups overall corproate governance arrnagements
Receiving reports on the views of SH to ensure that they are communicated to the board as a whole
Authorising conflicts of interests where permitted by the company's Articles
Policies
Approval of policies including
Code of conduct
Share dealing code
Bribery prevention policy
Whistle blowing policy
Health and safety policy
Environment and sustainability policy
HR policy
Communications policy
CSR policy
Charitable donations policy
Other
The making of political donations
Approval of the appointment of the groups principal professional advisers
Prosecution, commencement, defence or settlement of litigation or an alternative dispute resolution mechanism
Approval of the overall level of insurance for the group including D&O liability insurance
Major changes to the rules of the group's pension scheme or changes to trustee od changes in the fund management arrangements
Any decision likely to have a material impact on the company or group from any perspective
The schedule of matters reserved for board decisions