Constitution

The Board of Directors should, in line with the UK Corporate Governance Code 2014 (the “Code”), include a balance of executive and non-executive directors (and in particular independent non-executive directors) such that no individual or small group of individuals can dominate the Board’s decision making.

Membership

This requirement of the Code is interpreted to mean that at least 50% of a company’s Board should be independent non-executive directors.

Quorum

The quorum necessary for the transaction of business can be decided upon by the Board, however, the Company’s current Articles of Association require the quorum to be any two directors to be present in person or by alternate director.

Meetings

The Chairman shall meet with the Company Secretary, annually, to determine the number of meetings to be held.

Annual General Meeting

The Company’s Articles of Association state that subject to legislation, the Company shall hold an annual general meeting in each period of six months beginning with the day following its accounting reference date. Its accounting reference date is 31 March.

Matters Reserved for the Board

This formal schedule of matters is generally specifically reserved for the Board’s decision, however certain matters are capable of delegation:

  1. to committees of the Board for recommendation back to the Board; or,
  2. to committees of the Board for their own decision; or,
  3. to Management.

It is important to note that items marked with an asterix are not considered suitable for complete delegation either because

  1. of the requirements of the Companies Act; or,
  2. under the recommendations of the Code, they are the responsibility of an Audit, Nomination or Remuneration committee, with the final decision required to be taken by the Board as a whole.

Appendix 1

List of Group Policies and Statements reserved to the main Board of Directors of Halfords Group PLC

  • Data Protection Policy
  • Diversity Policy
  • Environmental Policy
  • Ethical Trading Statement
  • Health and Safety Policy
  • Information Security Policy
  • Modern Slavery Statement
  • Redundancy Policy
  • Retail Food Safety Policy
  • Safeguarding Policy
  • Sanctions Policy
  • Share Dealing Code
  • Tax Strategy and Policy Document
  • Treasury Strategy and Policy

Appendix 2

List of Group Policies and Statements delegated to Sub-Committees of the Board of Directors of Halfords Group PLC

Audit Committee

  • Anti-Bribery and Corruption Policy
  • Whistleblowing Policy

Corporate Social Responsibility Committee

  • Corporate Social Responsibility Policy
  • Halfords Sourcing Code of Conduct for Suppliers

Committee of the Board

  • Absence Policy
  • Company Car Policy
  • Disciplinary and Grievance Policies
  • Maternity and Paternity Policies
  • Secondment Policy
  • Shared Parental Leave Policies
  • Social Media Policy
  • Sunday Working Opt-Out Guidelines
  • Transgender Policy
  • Work Experience Policy
  • Young People at Work

GDPR Steering Committee

  • Acceptable Use Policy
  • Automated Decisions Policy
  • Covert Monitoring and CCTV Policies
  • Customer Consent and Colleague Consent Policies
  • Data & Information Security Breach Management Policy and Response Plan
  • Data Diligence Procedure
  • Data Erasure Procedure
  • Data Exchange Policy
  • Data Impact Assessment Policy
  • Data Portability Procedure
  • Data Processing Objection or Restriction Procedure
  • Data Quality Policy
  • Data Rectification Procedure
  • Data Response Plan
  • IT and Communications Acceptable Use Policy
  • Legal Basis for Processing Data Statements
  • Legitimate Interests Policy
  • Monitoring Policy
  • Records Management Policy
  • Subject Access Request Procedure
  • Use of Children’s Data Policy
  • Use of Special Categories of Customer Data Policy