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About us

Role of the Board

Matters reserved to the main board

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1. Financial reporting and controls

  1. Approval of interim and final results.
  2. Approval of the dividend policy.
  3. Declaration of interim dividend and recommendation of final dividend.
  4. Approval of annual report and accounts.
  5. Approval of any significant changes in accounting policies or practices.
  6. Approval of treasury policies including foreign currency exposure and the use of financial derivatives.
  7. Approval of borrowing facilities, loans, overdrafts and other forms of indebtedness requiring approval of the syndicated banks under Facility or Loan agreements in force from time to time.
  8. Approval of tax policy and related risk management strategy and framework.

2. Stock Exchange

  1. Approval of all circulars to Shareholders and other documents requiring Stock Exchange review.
  2. Approval of any transaction (within the meaning of the Stock Exchange Listing Rules) for which an announcement has to be made to the Stock Exchange.
  3. Approval of press releases and Regulatory News Service announcements relating to acquisitions and disposals of companies and businesses and the interim and preliminary financial results of the Company.
  4. Changes in the Group’s capital structure or status as a PLC.

3. Strategy and operations

  1. Responsible for the overall management of the Group.
  2. Approval of the Group's business strategy.
  3. Approval of the Group's three year plan and budget.
  4. Sanctioning acquisitions and disposals of any equity interests in quoted companies.
  5. Approval of:
    1. any program or project involving total capital and non-recurring current expenditure which is budgeted but exceeds £10M in total or more than £5M in any one year of the program or project;
    2. any capital or non-recurring current expenditure which is unbudgeted and either incremental and in excess of £1M, or; in substitution of other budgeted spend up to £5M; or
    3. any acquisition or disposal of a business.
  6. Approval of any Joint Venture or partnership or other form of Collaboration involving:
    1. loss of control over any Group business; or
    2. the contribution of assets by the Group with a value greater than £1M; or
    3. debt recourse to the Company.
  7. Approval of material contracts of any Group company or division not in the ordinary course of business.
  8. Approval of any new share issues, other than on the exercise of options arising from existing employee share schemes.
  9. Approval of risk management policies and crisis management plans.
  10. Approval of contracts which are material (strategically or by reason of size), entered into by any Group company.
  11. Any decision involving a significant reduction in the number of people employed by the Group.
  12. The grant of any guarantee or indemnity not in the ordinary course of business or for an amount greater than £10M.
  13. The formation of any subsidiary company or undertaking or the disposal or cessation of any business with an annual turnover greater than £10M.

4. Board membership and other appointments

  1. Changes to the structure, size and composition of the board, following recommendations from the Nominations Committee.
  2. Approval of the terms of reference, membership, chairmanship and delegated authority of board committees.
  3. Appointment of or removal of a Director of the board following a recommendation of the Nominations Committee.
  4. Ensuring adequate succession planning for the board and senior management.
  5. Selection of the Chairman of the board and the Chief Executive Officer.
  6. Review of the Group’s internal control procedures, ensuring they satisfy the requirements of the Combined Code.
  7. Determination of the board policy on executive remuneration and its costs.
  8. Appointment, reappointment, remuneration or removal of the external auditor, following recommendation of the Audit Committee.
  9. The appointment of a director to the board of a subsidiary company.
  10. Undertaking a formal and rigorous review of its own performance, that of its committees and individual directors.

5. Policies

The approval of Group-wide policies, including:

  1. Share dealing code;
  2. Health and Safety Policy;
  3. Environmental Policy;
  4. Ethics Policy;
  5. Whistleblowers Policy;
  6. Corporate Social Responsibility Policy; and
  7. Industry specific Codes of Conduct.

6. Miscellaneous

  1. Prosecution, defence or settlement of litigation involving potential liability in excess of £1M or otherwise material to the interests of the Group
  2. Approval of the appointment of the Group’s principal professional advisors.
  3. Approving major changes to the Group's pension scheme arrangements.
  4. Approving major changes in employee share schemes.
  5. Monitoring compliance with Data Protection, Consumer Credit, Competition, Sex Discrimination and Equal Pay legislation.
  6. Setting levels and scope of directors’ and officers’ liability insurance.
  7. Agreeing on charitable and political donations recommended by the Chief Executive.
  8. Approving signature authorities proposed by the Chief Executive.
  9. Authorising the sealing of documents and the grant of powers of attorney.