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 continues to exercise its powers and responsibilities under Regulation 99 of the Company’s Articles of Association including but not limited to the following:

1. Approval of all financial announcements, interim statements and annual report and accounts and associated documents.
2. Recommendation and approval of all dividends,
   dividend policy and decisions on withholding of dividends.
3. Approval of remuneration of auditors and recommendations for appointment or removal of auditors.
4. Approval of prospectuses and listing particulars
   and other circulars of major importance.
5. Approval of the recommendations for the appointment or removal of Board members.
6. Approval of the broad framework of Executive Remuneration and its costs, on the advice of the Remuneration Committee.
7. Approval of fees and expenses of those directors not holding an executive position within the Company or any subsidiary.
8. Approval of terms of reference and membership of board committees.
9. Recommendation of changes to the Company's Memorandum and Articles of Association.
10. Approval of the recommendations for pension policy and management.
11. Adoption of significant changes in accounting policy or practices.
12. Appointment or removal of the Company Secretary.
13. Consideration and approval of political donations.
14. Approval of all resolutions and associated documents to be put to shareholders.
15. Appointment of the Senior Independent Director.
16. Review of management development strategy.
17. Approval of corporate and subsidiary companies’ strategies, 5 year plans and annual budgets.
18. Approval of major changes to the capital structure of the Company or the group.
19. Approval of all capital projects and major funding schemes of £15 million and above. This includes leasehold developments where the total of the net present value of the lease and the capital cost is £15 million or more.
20. Approvals of all acquisitions and disposals of companies and businesses, whether all or part of the company/business.
21. Approval of all asset and business disposals where, if being acquired, they would require Board approval.
22. Approval of entry into new territories, as a principle, before any commitments on acquiring assets or businesses are made.
23. 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.
24. Approval of tax management schemes/issues.
25. Approval of group risk management (including health and safety) policy.
26. Approval of the policy on insurance coverage.
27. Review of Group’s overall Corporate Governance arrangements including: independence of directors, formal and rigorous review of the Board’s performance and that of the Audit, Remuneration and Nomination Committees and approval of Group policies including code of conduct and share dealings.
28. Signature authority levels not delegated to the Finance Committee or within the approved Treasury Policy.