Company Information
1. Accounts and audit
| 1.1 |
Approval of interim, preliminary and annual reports and
accounts. |
| 1.2 |
Accounting policies and practices and any changes thereto; the
use of any off balance sheet structures. |
| 1.3 |
Acceptance of any proposed audit qualification of the
accounts. |
| 1.4 |
Approval of audit committee’s recommendations for
appointment or removal of external auditors. |
| 1.5 |
Approval of audit committee’s recommendations on external
auditors' remuneration and other terms of engagement. |
| 1.6 |
Approval of audit committee’s strategy for maintenance of
appropriate relationship with external auditors. |
| 1.7 |
The making of any tax elections or the entry into any
agreement, compromise or accommodation with HM Revenue and
Customs. |
2. Strategic and policy considerations
| 2.1 |
The group's overall commercial strategy and business
plan. |
| 2.2 |
Changes related to the Company's status as a listed
company. |
| 2.3 |
Major group organisation and control structure
changes. |
| 2.4 |
Agreement of codes of ethics and business practice, taking into
account social, environmental and ethical matters. |
| 2.5 |
Environmental policy. |
| 2.6 |
Health and safety policy. |
| 2.7 |
Any matter which could reasonably be expected to have a
material effect on the reputation or standing of the Company or any
other member of the group. |
3. Risk management
| 3.1 |
Setting risk management and internal control policies for the
group. |
| 3.2 |
Reviewing the effectiveness of risk management and internal
control on an ongoing basis, including receiving and reviewing
regular reports on internal control. |
| 3.3 |
Carrying out an assessment (at least annually) of significant
risks and effectiveness of risk management and internal control
policies; and reporting to shareholders on such matters. |
| 3.4 |
Prosecution, defence or settlement of litigation, arbitration
or other proceedings (involving above £150,000 or being
otherwise material to the group). |
4. Transactions
| 4.1 |
Major investment and capital projects in excess of
£200,000. |
| 4.2 |
Acquisitions and disposals of subsidiaries or other material
assets or liabilities. |
| 4.3 |
Material contracts which are in the ordinary course of business
which involve the Company or any member of the group entering into
or accepting or incurring obligations or liabilities with a value
of 2% of more of the group's annual revenue as set out in the
latest audited financial statements. |
| 4.4 |
Contracts not in the ordinary course of business which involve
the company entering into or accepting or incurring obligations or
liabilities with a value of 1% or more of the Groups annual revenue
as set out in the latest audited financial statements. |
| 4.5 |
Contracts in which a director or other related party is
interested. |
| 4.6 |
Contracts in excess of two years duration. |
| 4.7 |
Any proposed acquisition or disposal of shares in a listed
company. |
| 4.8 |
Any binding commitment to enter into a material strategic
alliance, joint venture, partnership or profit sharing arrangement
(other than in the ordinary course of business, e.g. Portal Partner
agreements). |
| 4.9 |
Giving security over significant assets. |
| 4.10 |
Establishing managerial authority limits for smaller
transactions. |
5. Finance
| 5.1 |
Any increase beyond the borrowing limits previously
adopted. |
| 5.2 |
Raising new capital and obtaining/confirming major financing
facilities. |
| 5.3 |
Annual operating budget and changes thereto/review of
performance against budgets. |
| 5.4 |
Treasury policies (including foreign currency and interest rate
exposures). |
| 5.5 |
Any parent guarantee to be given by any member of the group to
a subsidiary, including parent guarantees given by the Company in
relation to its subsidiaries. |
6. Regulatory requirements
| 6.1 |
Ensuring compliance with the listing, prospectus and disclosure
and transparency rules. |
| 6.2 |
Approval of all circulars and prospectuses (save that approval
of routine documents may be delegated to a committee). |
| 6.3 |
Approval of announcements concerning matters decided by the
board. |
| 6.4 |
Delegation of authority to issue an urgent announcement without
the need to call a board meeting, in order to comply with the
company's regulatory obligation to announce inside information as
soon as possible. |
| 6.5 |
Dividend policy, approval of the interim dividend and
recommendation of the final dividend. |
| 6.6 |
Calling general meetings of shareholders. |
| 6.7 |
Political and charitable donations. |
| 6.8 |
Issue of shares or other securities (other than on notice of
exercise of employee share options). |
| 6.9 |
Changes relating to the Company's share
capital. |
7. Directors and senior employees
| 7.1 |
Approval of nomination committee’s recommendations on
| 7.1.1 |
board appointments and removals; |
| 7.1.2 |
board and senior employee succession; |
| 7.1.3 |
appointment of chairman and terms of engagement (other than
remuneration) for chairman; |
| 7.1.4 |
terms of engagement (other than remuneration) of non-executive
directors; |
| 7.1.5 |
the re-appointment of any non-executive director at the end of
his specified term of office; |
| 7.1.6 |
the re-election by shareholders of any director; and |
| 7.1.7 |
any matters concerning the continuation in office of any
director at any time. | |
| 7.2 |
Terms of engagement (other than remuneration package) of
executive directors. |
| 7.3 |
Terms of engagement (other than remuneration package) of senior
employees. |
| 7.4 |
Approval of remuneration committee's recommendations on
remuneration for all executive directors, the chairman, the company
secretary and for senior employees. |
| 7.5 |
Appointment and removal of company secretary; terms of
engagement (other than remuneration) of company
secretary. |
| 7.6 |
Directors' remuneration report. |
| 7.7 |
Board policy on the duration of contracts with directors (both
executive and non executive). |
| 7.8 |
Terms of reference and membership of board
committees. |
| 7.9 |
Delegation of the board's powers. |
| 7.10 |
Procedure for directors in the furtherance of their duties to
take independent professional advice, at the Company's
expense. |
| 7.11 |
Assessment of which non-executive directors are
independent. |
| 7.12 |
Directors' and officers' liability insurance. |
| 7.13 |
Approval of training and development programmes for directors
and senior employees. |
| 7.14 |
Approval of performance evaluation programmes for board,
committees and individual directors. |
8. Employment issues
| 8.1 |
Major changes in the rules or funding of the pension schemes,
or changes of trustees or fund management arrangements. |
| 8.2 |
Major changes in employee share schemes and major changes in
the allocation of share options. |
| 8.3 |
Decisions regarding trade union recognition. |
| 8.4 |
Decisions regarding proposed large-scale
redundancies. |
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