Matters reserved for the Senior plc board

Matters reserved for the Senior plc board

Matters reserved for the Board of Senior plc (the “Company”)

The Directors will act in accordance with all relevant and applicable legislative and regulatory rules, and in compliance with the Company’s Corporate Framework (consisting of the Code of Conduct, Delegated Authority Matrix and Group Policies).  In particular, the Board will comply with the Directors’ Duties contained in the Companies Act 2006 (the “Companies Act”) and will consider the factors listed in Section 172 of the Companies Act 2006 and the UK Corporate Governance Code (the “UKCGC”), as well as any other relevant factors.

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

Companies Act and/or UKCGC requirements

1.*        Approval of the half-yearly report, interim management statements and any preliminary announcement of the final financial results.

2.*        Approval of the annual report and accounts.

3.*        Approval of the interim dividend and recommendation of the final dividend (including any special dividend).

4.*        Approval of any significant change in accounting policies or practices.

5.*        Appointment or removal of the Company Secretary.

6.*        Appointment, reappointment or removal of the external auditor to be put to shareholders for approval at an accounts meeting following the recommendation of the audit committee.

7.*        Remuneration of auditors where shareholders have delegated this power to the Board.

8.*        Authorising Directors’ conflicts and potential conflicts of interest and imposing any limitations or qualifications.

Communication and listing

9.*        Approval of all circulars, prospectuses 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).

10.*      Approval of news releases concerning significant matters decided by the Board.

11.       Any changes to the company listing or its status as a plc.

Strategy and management

12.       Responsibility for the overall management of the Company and its subsidiary undertakings (the “Group”) and establishing the Group’s purpose, values and strategy.

13.       Oversight of the Group’s operations ensuring:

           competent and prudent management;

           sound planning;

           adequate accounting and other records; and

           compliance with statutory and regulatory obligations.

14.       Review of the performance of the Group, in light of the established strategy, business plans, budgets and objectives, and ensuring that any necessary corrective action is taken.

15.       Assess and monitor the Group’s culture.

16.*      Approval of the annual operating budget and capital expenditure budgets and any material changes to them.

17.*      Changes relating to the Group’s capital structure. (including reductions, consolidations, sub-divisions or conversions of capital or the amendments of rights accruing thereto, share issues (except under employee share plans)and share buy backs) or the tax residency of any Group member.

18.       Appointments of non-Group employees to boards of subsidiaries or appointments of Group employees to boards of companies where the Group has a minority interest.

19.*      Terms and conditions of directors and senior executives.

20.       Changes to the Group’s management and control structure.

21.       Review engagement mechanisms with the Group’s key stakeholders, including, but not limited to, ensuring a satisfactory dialogue with the Company’s shareholders and the Group’s workforce.

22.       Monitor and assess Group’s workforce policies and practices to ensure they are consistent with the Group’s value and support its long-term success.

23.       Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting of the Company.

24.       Major changes to the Group’s corporate structure.

25.       Extension of the Group’s activities into new businesses or geographic areas, or any decision to cease operations of all or any material part of the Group’s business.

26.*      Monitor the Group’s risk management and internal control systems, carrying out a review of its effectiveness annually.

27.*      Assess the nature and extent of the Group’s emerging and principal risks, and approval of the Group’s risk appetite statements.

28.*      Establish policies and procedures to ensure independence and effectiveness of the internal and external audit.

Board membership and Board committees

29.*      Board appointment and removals, and changes to the structure and size of the Board, in each case following recommendations of the nomination committee.

30.*      Determining the independence of non-executive directors.

31.*      Appointment of the senior independent director.

32.*      Selection of, and the division of responsibilities between, the Chairman and the Chief Executive Officer;

33.       Approval of the delegated levels of authority, including the Chief Executive Officer’s authority limits.

34.*      Approving terms of reference of Deputy Chairman and other executive directors.

35.*      Establishing board committees, their membership and chairmanship, and approving their terms of reference (and material changes thereto).

36.*      Oversight of the development of a diverse pipeline for orderly succession to the board and senior management positions on the recommendation of the nomination committee.

37.*      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.

38.*      Continuation 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, subject to the law and their service contract.

39.*      Undertake an annual review of its own performance, that of its committees and individual directors (to be externally facilitated at least every three years).

40.*      Determining the remuneration policy for the executive directors, on the recommendation of the remuneration committee and subject to the approval of the Company’s shareholders.

41.       Determining the remuneration of the non-executive directors, on the recommendation of the executive directors, in accordance with the Articles of Association.

42.*      The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.

Finance and contractual

43.*      Approval of the dividend policy.

44.       Approval of tax strategy and treasury policies including medium- and long-term borrowings, foreign exchange exposures and the use of financial derivatives.

45.       Major capital projects over £2m.

46.       Material contracts of the Group in the ordinary course of business in accordance with Group Contract Control procedures.

47.       Any contracts of the Group not in the ordinary course of business, e.g. acquisitions, disposals or joint ventures, in accordance with the Group Contract Control procedures.

48.       Major investments including the acquisition or disposal of interests in the voting shares of any company or the making of any takeover bid.

Miscellaneous

49.       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.

50.       Major changes in employee share schemes and the allocation of executive share options.

51.       Formulation and application of policy regarding political donations (subject to advance shareholder approval).

52.       Formulation and application of policy regarding charitable donations.

53.       Prosecution, commencement, defence or settlement of litigation (or equivalent) being material to the interest of the Company.

54.       Approval of the overall Group insurance, including Directors’ & Officers’ liability insurance.

55.       Appointment or removal of the Group’s principal professional advisers.

56.       Review and approval of:

           the Group’s Code of Conduct

           the Group’s Share Dealing Code

           the Group’s HSE Strategy and Objectives

57.       Decisions likely to have a material impact on the Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.

58.       This schedule of Matters Reserved for the Board.

Items marked * are not considered suitable for delegation to a Committee of the Board, for example because of Companies Act requirement or because, under the recommendations of the UKCGC, 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.