The board of directors of the Company (the “Board”) operates under the principles of the UK Corporate Governance Code (the “Code”) which are:
A. A successful company is led by an effective and entrepreneurial Board, whose role is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society.
B. The Board should establish the Company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All Directors must act with integrity, lead by example and promote the desired culture.
C. The Board should ensure that the necessary resources are in place for the Company to meet its objectives and measure performance against them. The Board should also establish a framework of prudent and effective controls, which enable risk to be assessed and managed.
D. In order for the Company to meet its responsibilities to shareholders and stakeholders, the Board should ensure effective engagement with, and encourage participation from, these parties.
E. The Board should ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success. The workforce should be able to raise any matters of concern.
The Board is ultimately responsible for the strategy, management, performance and long-term success of the Company and its subsidiaries (the “Group”). In particular, in connection with the principles of the Code and the aims of the Board, the following matters are reserved exclusively for consideration and decision by the Board:
1. Strategy and management
- Responsibility for the leadership and long-term success of the Company and the Group and delivery of sustainable value to shareholders whilst considering the factors listed in Section 172 of the Companies Act 2006 and other applicable legal and regulatory obligations.
- Setting of the Company’s purpose, vision and values and the standards which it should attain.
- Monitoring the culture of the Group to ensure that policy, practices and behaviours throughout the Group are aligned to the Company’s purpose, values and strategy.
- Approval and review of the Company's strategy, corporate objectives and the annual operating plan.
- Approval of the annual operating and capital expenditure budgets and forecasts and any material changes to them.
- Oversight of the Company’s operations, ensuring competent and prudent management, sound planning, an adequate system of internal controls, adequate accounting and compliance with statutory and regulatory obligations.
- Review of performance in the light of the Company’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
- Extension of the Company’s activities into new business, new product categories or geographic areas not included within the strategic plan, including entering into any joint ventures.
- Any decision to cease to operate all or any material part of the Company’s business.
2. Structure and capital
- Changes relating to the Company’s share capital structure.
- Major changes to the Group’s corporate structure.
- Approval of capital allocation policy.
- Significant changes to the Company’s management and control structure.
- Changes to the Company’s listing or status as a plc.
3. Financial reporting and controls
- Approval of the Annual Report and Accounts, Half Year Accounts, any preliminary announcement of the final results and any other material or significant statements issued on behalf of the Company. In approving the Annual Report and Accounts, the Board should ensure that, taken as a whole, it is fair, balanced and understandable and provides shareholders with the necessary information to assess the Company’s position and performance, business model and strategy.
- Approval of any significant change in accounting policies or practices.
- Regular review of Group management accounts and forecasts.
- Six-monthly assessment of the going concern basis of preparation of the accounts and approval of the annual Viability Statement following recommendations from the Audit Committee.
- Approval of the treasury policy.
- Approval of the taxation policy and any regulatory announcements in relation to the tax strategy.
- Approval of the dividend policy and the declaration/recommendation of dividends.
- Major health and safety issues.
- Approval of unbudgeted expenditure in excess of £500,000.
4. Risk management and internal controls
- Determine, and undertake a robust annual assessment of, the nature and extent of the Company’s emerging and principal risks and the risks the Company is willing to take in achieving its strategic objectives.
- Approve the Principal Risks & Uncertainties disclosures in the Annual Report and the Interim Report on recommendation by the Audit Committee.
- Monitor the Company’s risk management and internal control systems and at least annually, with the assistance of the Audit Committee, carry out a review of their effectiveness in supporting its strategy and objectives.
- Approve the report on the annual review of the effectiveness of the risk management and internal control systems for inclusion in the Annual Report on recommendation by the Audit Committee.
- Capital expenditure over £1,000,000.
- Any disposal of capital assets of the Company with a consideration in excess of £500,000 or which would result in a loss on disposal in excess of £250,000.
- All contracts not in the ordinary course of business in excess of £200,000.
- All foreign currency transactions in excess of £2,500,000.
- All hedging instruments in excess of £2,500,000.
- Investments (in excess of £750,000) including the acquisition of interests in shares or assets of any other entity.
- Changes to the Company's tax status or corporate or capital structure.
- All contracts in excess of 24 months duration unless in the ordinary course or spend over £250,000 pa.
- Approval of resolutions and ancillary documentation to be put forward to shareholders at a general meeting.
- Ensuring proper and effective communication with shareholders.
- Approval of all circulars (except those of a routine nature), listing particulars / prospectuses and non-routine regulatory announcements.
7. Board membership and other appointments
- Appointment and removal of members of the Board and its Committees following recommendations by the Nomination Committee and approval of the entering into of a service agreement or letter of appointment.
- Approval of the Group Diversity Policy following recommendation from the Nomination Committee.
- The 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.
- The termination 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 of the Senior Independent Director, assisted by the Nominations Committee.
- Reviews, at least annually, of the time commitment and other appointments of each of the Directors
- Appointment or removal of the Company Secretary.
- Recommending the remuneration of the auditors and recommendations for appointment or removal of the auditors.
- Policy on appointments to the Boards of subsidiaries
- Receiving reports from the Board Committees (being the Audit Committee, the Nominations Committee and the Remuneration Committee).
- Determine the remuneration of the Executive Directors, Senior Management Team and the Company Secretary following recommendation from the Remuneration Committee.
- Determine the fees of the non-executive directors.
- Approval of new share incentive plans or major changes to existing plans, on the recommendation of the Remuneration Committee
- Approval of the Directors’ Remuneration Policy and the Annual Directors’ Remuneration Report (“DRR”) following recommendation from the Remuneration Committee.
9. Delegation of authority
- Determining the division of responsibilities between the Chairman, the Senior Independent Director and the Chief Executive.
- Receiving and reviewing reports from Board Committees.
- Setting the terms of reference and membership of the Board Committees in accordance with the recommendations of the Code.
- Approval of the delegated levels of authority limits across the business which should be recorded in writing.
- Approval of amendments this schedule of matters reserved for the Board.
10. Corporate governance matters
- Undertaking a formal and rigorous annual review of the performance of the Board, the Board Committees and of individual directors.
- Determining the independence of the non-executive Directors.
- Considering the balance of interests between shareholders, employees, customers, suppliers, other stakeholders and the community.
- Receiving and considering reports on the views of and engagement with the Company’s shareholders.
- Engagement with shareholders in relation to any shareholder resolution which is opposed by more than 20% or more of the votes cast against that resolution.
- Approval of mechanisms by which the Board will engage with employees in accordance with the requirements of the Code.
- Review of reports from time to time on matters raised by employees in confidence and action(s) taken in response.
- Authorising conflicts of interest where permitted by the Articles of Association.
11. Approval of corporate governance policies and statements
- Anti-bribery policy
- Code of Conduct
- Share dealing code
- Whistleblowing policy
- Health and safety policy
- Environmental policy
- Charitable donations policy
- Approval of the annual Modern Slavery Statement
- Approval of gender pay gap reporting
- The making of political donations
- Approval of the appointment of the group’s principal professional advisers
- Prosecution, defence or settlement of litigation involving above £250,000 or being otherwise material to the interests of the group
- Major changes in policy with respect to risks covered by insurance. Approval of the overall levels of insurance for the group including Directors’& Officers’ liability insurance and indemnification of directors
- Major changes in the rules of the Company pension schemes, or changes to the trustees, pension administrators or changes to the fund management arrangements.
- The introduction of any new Company pension schemes.
Approved by the Board on 26 October 2021