1. Strategy and management |
| 1.1 |
Responsibility for the overall management of the Group. |
| 1.2 |
Approval of the Group's long-term objectives and commercial strategy. |
| 1.3 |
Approval of the annual operating and capital expenditure budgets and any material changes to them. |
| 1.4 |
Oversight of the Group's operations ensuring: |
| |
- competent and prudent management
- sound planning
- an adequate system of internal control
- adequate accounting and other records
- compliance with statutory and regulatory obligations.
|
| 1.5 |
Review of performance in the light of the Group's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken. |
| 1.6 |
Extension of the Group's activities into new business or geographic areas. |
| 1.7 |
Any decision to cease to operate all or any material part of the Group's business. |
2. Structure and capital |
| 2.2 |
Major changes to the Group's corporate structure. |
| 2.3 |
Changes to the Group's senior management and control structure. |
| 2.4 |
Any changes to the Company's listing or its status as a plc. |
| 2.5 |
Raising significant new capital and agreeing major financing facilities. |
3. Financial reporting and controls |
| 3.1 |
Approval of the half-yearly report, interim management statements and any preliminary announcement of the final results. |
| 3.2 |
Approval of the annual report and accounts, including the corporate governance statement and remuneration report. |
| 3.3 |
Approval of the dividend policy. |
| 3.4 |
Declaration of the interim dividend and recommendation of the final dividend. |
| 3.5 |
Approval of any significant changes in accounting policies or Practices as recommended by the Audit Committee. |
| 3.6 |
Approval of major changes in treasury policies including foreign currency exposure and the use of financial derivatives. |
4. Internal controls |
| 4.1 |
Ensuring maintenance of a sound system of internal control and risk management including appointing a Risk Management Committee to oversee Group Risk Management and internal control, and to receive reports on, and review the effectiveness of, the Group's risk and control processes to support the Group's strategy and objectives. |
| 4.2 |
Undertaking an annual assessment of Group Risk Management. |
| 4.3 |
Approving an appropriate statement for inclusion in the annual report. |
5. Contracts |
| 5.1 |
Major capital projects. |
| 5.2 |
Contracts which are material strategically or by reason of size, entered into by the Company or any subsidiary in the ordinary course of business, for example bank borrowings, above £500,000, acquisitions or disposals of fixed assets above £200,000, or acquisitions of new titles with an advance above £400,000. |
| 5.3 |
Contracts of the Company or any subsidiary not in the ordinary course of business, for example loans and repayments above £250,000; foreign currency transactions above £2.5 million; major acquisitions or disposals above £500,000; or other significant special income deals with a value above £1 million. |
| 5.4 |
Major investments including the acquisition or disposal of interests of more than 5 percent in the voting shares of any company or the making of any takeover offer, with a value above £100,000. |
| 5.5 |
Giving security over significant assets of the Group. |
6. Communication |
| 6.1 |
Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting. |
| 6.2 |
Approval of all circulars, prospectuses and listing particulars other than those in respect of the administration and everyday efficient management of the shareholder register. |
| 6.3 |
Approval of press releases concerning matters decided by the Board, which may be delegated to a committee of the Board set up for that purpose. |
7. Board membership and other appointments |
| 7.1 |
Changes to the structure, size and composition of the Board, following recommendations from the Nomination Committee. |
| 7.2 |
Consideration of succession planning for the Board and senior management. |
| 7.3 |
Appointments to the Board, following recommendations by the Nomination Committee. |
| 7.4 |
Selection of the chairman of the Board and the chief executive as recommended by the Nomination Committee. |
| 7.5 |
Appointment of the senior independent director. |
| 7.6 |
Membership and chairmanship of Board committees. |
| 7.7 |
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. |
| 7.8 |
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. |
| 7.9 |
Appointment or removal of the company secretary. |
| 7.10 |
Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee. |
8. Remuneration |
| 8.1 |
Approve the remuneration policy for the company secretary and other senior executives. |
| 8.2 |
Determining the remuneration policy for the Executive Board members. |
| 8.3 |
Determining the remuneration of the non-executive directors. |
| 8.4 |
The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval and as recommended by the Remuneration Committee. |
9. Delegation of authority |
| 9.1 |
The division of responsibilities between the chairman and the chief executive which should be in writing. |
| 9.2 |
Approval of terms of reference of Board committees. |
| 9.3 |
Approval of delegations of the Board's powers including the Group's delegations of authority. |
10. Corporate governance matters |
| 10.1 |
Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual directors. |
| 10.2 |
Determining the independence of directors. |
| 10.3 |
Considering the balance of interests between shareholders, employees, customers and the community. |
| 10.4 |
Review of the Group's overall corporate governance arrangements. |
| 10.5 |
Receiving reports on the views of the company's shareholders. |
| 10.6 |
On behalf of the Company, calling a meeting of the shareholders and approving the business and notice thereof. |
11. Policies |
| 11.1 |
Approval of policies, or material changes to adopted policies, including: |
| |
- Code of Ethics
- Share dealing code
- Health and safety policy
- Environmental policy
- Communications policy including procedures for the release of price sensitive information
- Corporate social responsibility policy
- Charitable donations policy
|
12. Other |
| 12.1 |
The making of political donations. |
| 12.2 |
Approval of the appointment of the Group's principal professional advisers. |
| 12.3 |
Prosecution, defence or settlement of litigation material (eg with a potential exposure of £100,000 or more) to the interests of the Group. |
| 12.4 |
Approval of the overall levels of insurance for the Group including directors' & officers' liability insurance. |
| 12.5 |
Major changes to the rules of the Group's pension scheme. |
| 12.6 |
Matters referred to the Board by Board committees |
| 12.7 |
This schedule of matters reserved for Board decisions. |
