Matters Reserved for the Board


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 decisions making.


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


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.


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 6 months beginning with the day following its accounting reference date.

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 to Board committees for either recommendation back to the Board or for their own decision and certain matters are delegated to management.

Items marked * are not considered suitable for complete delegation either because of the requirements of the Companies Act or because, 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.

A. Matters Specifically Reserved for the Board

  1. Authority
    1. *The division of responsibilities between the Chairman, and the Chief Executive which should be in writing.
    2. *Undertaking of a formal and rigorous review, on an annual basis, of its own performance, and that of its committees and individual directors.
    3. *Assessment of which directors are independent.
    4. *Receiving reports from Board Committees on their activities.
    5. This schedule of matters reserved for the board.
    6. *Consideration of the balance of interests between shareholders, employees, customers and the community.
    7. Establishment of new committees of the Board including terms of reference and membership.
  2. Strategy and Management
    1. Approval of the Group’s Strategy and Business Plan.
    2. Approval of the annual operating and capital expenditure budgets and any material changes thereto.
    3. Extension of the Group’s activities into new business or geographical areas.
    4. Any decisions to cease to operate all or any material part of the Group’s business.
  3. Structure and Capital
    1. Changes to the Group’s (or any company within the Group) capital structure, including reduction of capital, share issues (other than under employee share schemes) and sharebuyback.
    2. Any changes to the company’s listing or its status as a PLC.
    3. Corporate Acquisitions of greater than £500,000 in value
  4. Investor Relations
    1. *Approval of all circulars, prospectuses and listing particulars.
    2. *Approval of press releases concerning matters decided by the Board.
    3. *Receiving reports on the views of the Group’s shareholders.
    4. *Appointment of Brokers
  5. Contracts
    1. Contracts in which a director or other related party is interested.
    2. Business where there is or is the potential for a director to have a conflict of interest.
    3. Any proposed material acquisition of another company.
    4. The disposal of shares in a listed company.
    5. Any binding commitment to enter into a material strategic alliance, joint venture, partnership or profit sharing arrangement.
    6. The making of a takeover offer.
    7. Changes to the Group’s Delegated Authorities.
  6. Policies and Statements
    1. Review and approve the Anti-Slavery and Human Trafficking statement.
    2. Approval of the following policies:
      1. Code on Ethical Trading:
      2. Share Dealing Code; and
      3. Anti-bribery and Corruption Policy
    3. Review Energy Savings Opportunity Scheme Assessment prior to Environment Agency compliance notification.
  7. Audit, Financial Reporting and Controls
    1. *Approval of the Preliminary announcement and Final results.
    2. *Approval of the Group’s dividend policy.
    3. *Declaration of the interim dividend and recommendation of the final dividend.
    4. *Approval of the Annual Report & Accounts.
    5. Receiving reports on, and reviewing the effectiveness of the Group’s risk and control processes to support its strategy and objectives.
    6. Undertaking an annual assessment of these processes.
  8. Nominations
    1. *Changes to the structure, size and composition of the Board.
    2. *Selection of the Chairman of the Board and the Chief Executive.
    3. *Appointment or removal of the Company Secretary.
  9. Remuneration
    1. *The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
    2. *Determination, following a recommendation from the Chief Executive, of the fees of the non executive directors.

B. Delegated to Board Committees for recommendations to the Board

  1. Audit Committee
    1. Approval of Committee’s Terms of Reference.
    2. *Approval of the half-year report and interim results.
    3. *Approve any significant changes in accounting policies or practices.
    4. *Appointment, reappointment or removal of the external auditor. (Once approved by the Board a resolution will be put before the members in annual general meeting).
    5. Approval of an appropriate statement on Internal Control and Risk Management for inclusion within the Annual Report.
  2. Nomination Committee
    1. *Approval of Committee’s Terms of Reference.
    2. *Appointment of the Senior Independent Director.
    3. *Appointments to the Board
    4. *Membership and Chairmanship of the Board Committees.
    5. *Ensuring adequate plans are in place for orderly succession to the Board and to Senior Management.
    6. *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 Annual General Meeting and otherwise as appropriate.
    7. *Removal of any director at any time, including the suspension or termination of service of an executive director as an employee of the group, subject to the law and their service contract.
  3. Remuneration Committee
    1. *Approval of Committee’s Terms of Reference.
    2. *Determining the remuneration policy for the executive directors, Company Secretary and Halfords Limited’s directors.

C. Delegated to Board Committees

  1. Audit Committee
    1. Approval of resolutions and corresponding documentation to be put forward to shareholders at general meeting.
    2. Approval of the External Auditors Audit remuneration for audit and non-audit work.
    3. Approval of the Group’s Treasury Policy, including foreign currency and interest rate exposure.
    4. Ensuring the independence and objectivity of the External Auditor.
    5. Approval of appointment of the Head of the Internal Audit Function.
    6. Approval of the procedures for the detection of fraud and the prevention of bribery and its associated policy.
  2. C.2   Nomination Committee
    1. Approval of the terms of engagement by the Company of non-executive directors and of the terms of service contracts of the Company's executive directors.
  3. C.3   Remuneration Committee
    1. Approval of awards granted under the Company’s Employee and Executive share plans.
    2. Major changes to the rules of the Group’s pension schemes, or changes of trustees or (when this is subject to the approval of the Group) changes in the fund management arrangements.

D. Delegated to Management

(via the Group’s Delegated Authorities document)

  1. Strategy & Management
    1. Responsibility for the overall management of the Group.
    2. Review of the Group’s performance in the light of the stated strategy, objectives, business plans and budgets and ensuring that any necessary action is taken.
    3. Oversight of the activities of the Group ensuring;
      1. competent and prudent management;
      2. sound planning;
      3. an adequate system of internal control; and
      4. compliance with statutory and regulatory obligations.
    4. Approval of the appointment of the Group’s key advisors.
  2. Structure & Capital
    1. Changes to the Group’s corporate structure.
    2. Changes to the Group’s management and control structure.
  3. Audit, Financial Reporting & Controls
    1. Ensuring maintenance of a sound system of internal controls and risk management.
    2. Approval of overall levels of insurance for the Group, including Directors and Officers liability insurance and indemnification of directors.
    3. Review of the Group’s overall corporate governance arrangements.
    4. Approval of Group’s delegated authorities.
  4. Contracts
    1. Contracts not in the ordinary course of business.
  5. Nominations
    1. Appointments to boards of subsidiaries