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Companies Act requirements
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1.*
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Approval of interim and final financial statements.
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2.*
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Approval of the interim dividend and recommendation of the final
dividend.
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3.*
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Approval of any significant change in accounting policies or practices.
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4.*
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Appointment or removal of Company Secretary.
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5.*
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Remuneration of auditors where shareholders have delegated this
power to the Board and recommendations for appointment or removal
of auditors.
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Stock Exchange
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6.*
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Approval of all circulars and listing particulars (approval of
routine documents such as periodic circulars re scrip dividend procedures
or exercise of conversion rights could be delegated to a committee).
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7.*
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Approval of news releases concerning matters decided by the Board.
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Management
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8.*
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Approval of the Group’s commercial strategy and the annual
operating budget.
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9.*
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Changes relating to the Group’s capital structure or its status
as plc.
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10.
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Appointments of non-Senior employees to boards of subsidiaries
or appointments of Senior employees to boards of companies where
Senior has a minority interest.
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11.*
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Terms and conditions of Directors and senior executives.
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12.
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Changes to the Group’s management and control structure.
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Board membership and Board committees
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13.*
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Board appointment and removals.
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14.*
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Terms of reference of Chairman, Deputy Chairman, Chief Executive
and other executive directors.
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15.*
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Terms of reference and membership of Board committees.
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Finance and Contractual
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16.
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Major capital projects over £1m (£300k - £1m
approved by Executive Committee with advice to the Board).
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17.
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Material contracts of the company, or any subsidiary, in the ordinary
course of business in accordance with Group Contract Control procedures.
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18.
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Any contracts of the company, or any subsidiary, not in the ordinary
course of business, e.g. acquisitions or disposals.
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19.
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Major investments including the acquisition or disposal of interests
in the voting shares of any company or the making of any take-over
bid.
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20.
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Treasury policies including foreign exchange exposures.
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Items marked * are not considered suitable for
delegation to a Committee of the Board or, if they are the responsibility
of the Audit, Remuneration or Nominations Committee, the final decision
is required to be taken by the Board as a whole.
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Miscellaneous
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21.
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Major changes in the rules of the company pension scheme, or changes
of trustees and when this is subject to the approval of the company,
changes in the fund management arrangements.
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22.
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Major changes in employee share schemes and the allocation of executive
shareoptions.
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23.
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Formulation of policy regarding charitable donations.
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24.
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Political donations (Subject to advance Shareholder approval).
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25.
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Prosecution, defence or settlement of litigation being material
to the interest of the company.
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26.
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Internal control arrangements.
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27.*
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Risk Management Process.
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28.
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Social, Ethical, Environmental and Health & Safety policies.
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29.
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Directors’ & Officers’ liability insurance.
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