Terms of Reference


Matters Reserved for the Board

Save as expressly delegated to a committee of the Board or by direction of the Board from time to time, the Board exercises the powers and responsibilities under the Company’s Articles of Association, which include, but are not limited to the following:

Strategy and management

  1. Responsibility for the overall leadership of the Group and setting the Group’s values and standards.
  2. Approval of corporate and subsidiary companies’ strategies, five-year plans and annual budgets.
  3. Review of management development strategy.
  4. Approval of entry into new territories, as a principle, before any commitments on acquiring assets or businesses are made.
  5. Structure and capital

  6. Approval of major changes to the capital structure of the Company or the Group.
  7. Any changes to the Company’s listing or its status as a plc.
  8. Financial reporting and controls

  9. Approval of all financial announcements including the half-year report, interim trading statements and any preliminary announcement of the final results.
  10. Approval of the annual report and accounts and associated documents.
  11. Approval of the dividend policy.
  12. Declaration of the interim dividend and recommendation of the final dividend.
  13. Approval of significant changes in accounting policy or practices.
  14. Approval of treasury policy and matters requiring Board approval under that policy including approval of all borrowings and debt repayment in excess of the delegated authorities.
  15. Signature authority levels not delegated to the Group Executive or within the approved treasury policy.
  16. Approval of tax strategy and policy.
  17. Capital expenditure, acquisitions and disposals

  18. Approval of all capital expenditure, goods for resale and all aspects of goods not for resale, as required by the limits outlined in the Delegation of Authority matrix.
  19. Approval of all acquisitions and disposals of companies and businesses, whether all or part of the company/business.
  20. Approval of all asset and business disposals where, if being acquired, they would require Board approval.
  21. Communication

  22. Approval of all resolutions and associated documents to be put to shareholders at a general meeting.
  23. Recommendation of changes to the Company’s Memorandum and Articles of Association.
  24. Approval of prospectuses and listing particulars and other circulars of major importance.
  25. Board membership and other appointments

  26. Changes to structure, size and composition of the Board, including appointments to the Board, following recommendations by the Nomination Committee.
  27. Selection of the Chairman of the Board and the Chief Executive Officer.
  28. Appointment of the Senior Independent Director.
  29. Membership and chairmanship of Board committees.
  30. Continuation in office of any director at any time, including the suspension or termination of service of an executive director, subject to the law and their service contract.
  31. Appointment or removal of the Company Secretary.
  32. Appointment, reappointment and removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.
  33. Remuneration

  34. Approval of the broad framework of Executive Remuneration and its costs, on the advice of the Remuneration Committee.
  35. Approval of fees of the non-executive directors.
  36. Delegation of authority

  37. The division of responsibilities between the Chairman and the Chief Executive Officer, set out in writing and agreed by the Board.
  38. Approval of terms of reference and membership of Board committees.
  39. Approval of the Group’s Delegation of Authority matrix.
  40. Corporate governance matters

  41. Authorising conflicts of interests, where permitted by the Company’s articles of association.
  42. Review of Group’s overall Corporate Governance arrangements including: independence of directors and formal and rigorous review of the Board’s performance and that of the Audit, Remuneration and Nomination Committees.
  43. Approval of major Group policies including, but not limited to, the Code of Conduct, the Group Share Dealing Policy and the Board Diversity Policy.
  44. Other

  45. Consideration and approval of political donations.
  46. Approval of the Group risk management policy and approval of the Group’s risk appetite statement.
  47. Approval of the policy on insurance coverage.
  48. Approval of the recommendations for pension policy and management.

Last updated 25 October 2017