Matters reserved for the Senior plc board

Set out below is the list of Matters Reserved for the Senior plc Board:

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

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.