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The Board of Directors should, in line with the UK Corporate Governance Code 2018 (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.
The Code requires that at least half the Board, excluding the Chair, should be Non-Executive Directors whom the Board considers to be independent.
The Chair, alongside the Company Secretary shall ensure that the Board is provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
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 members of the Board shall be deemed to meet together if they are in separate locations, but are linked by conference telephone, video or other communication equipment. For the avoidance of doubt, a quorum in that event shall be as set out above. Such a meeting shall be deemed to take place where the largest group of members participating is assembled or, if there is no such group, where the Chair is located or, when applicable, the registered office.
The Chair shall meet with the Company Secretary, annually, to determine the number of meetings to be held.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than seven working days before the date of the meeting. Supporting papers shall be sent to all Committee members and to other attendees, as appropriate, at the same time.
Members may participate in a meeting by means of a telephone conference, video conferencing facility or other suitable communicating equipment.
The Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance. Minutes of the meetings shall be circulated promptly to all members of the Board, unless a conflict of interest arises or it would be inappropriate to do so.
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.
This formal schedule of matters is generally specifically reserved for the Board’s decision, however certain matters are capable of delegation:
It is important to note that items marked with an asterisk are not considered suitable for complete delegation either because:
In undertaking the reserved activities, the Board shall have regards to the Principles and Provisions of the Code as well as the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and associated guidance. The Board should also take into account its obligations under S172 of the Companies Act 2006.
The Board should have oversight of the Group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.
1.1. *The division of responsibilities between the Chair, and the Chief Executive Officer which should be in writing.
1.2. *Undertaking of a formal and rigorous review, on an annual basis, of its own performance, and that of its committees and individual directors, and to implement any actions arising from such evaluations. Every three years the Board evaluation should take the form of an external review.
1.3. *Assessment of which directors are independent.
1.4. *Receiving reports from Board Committees on their activities.
1.5. This Schedule of Matters Reserved for the Board.
1.6. *Consideration of the balance of interests between the various stakeholders of the Company including shareholders, employees, customers, suppliers and the community.
1.7. Approval of New Store Capex/Store "Right Sizes" and Store Re-gears with a capital cost greater than £1m or, payback longer than four (4) years.
1.8. Approval of Business Systems investment (including IT) in excess of £2m.
1.9. Approval of any other Project Investment in excess of £5m.
1.10. Establishment of any new committee(s) of the Board including Terms of Reference and membership.
1.11. Approval of political donations.
1.12. Approval of potential Directors’ Conflicts of Interest.
1.13. Approval of the Halfords Group plc insurance renewal programme, including the procurement of the Directors’ and Officers’ insurance.
1.14. To appoint advisors and to commission or purchase any reports, surveys or information which the Board deems necessary at the expense of the Company. The Board is exclusively responsible for establishing the selection criteria for such advisors and any terms of reference.
2.1. Approval of the Group’s Strategy and Business Plan.
2.2. Approval of the annual operating and capital expenditure budgets and any material changes thereto.
2.3. Approval of any decision likely to have a major material impact on the Group, including in relation to a financial, operational, strategic or reputational matter.
2.4. Extension of the Group’s activities into new business or geographical areas.
2.5. Any decisions to cease to operate all or any material part of the Group’s business.
2.6. Undertaking an annual review of the Group’s culture for the purpose of ensuring it is aligned to the Group’s purpose, values and commercial strategy.
3.1. Changes to the Group’s (or any company within the Group) capital structure, including (the incorporation of any new subsidiary or LLP), reduction of capital, share issues (other than under employee share schemes) and any share buyback.
3.2. Any changes to the Company’s listing or its status as a PLC.
3.3. Any changes to the PLC’s registered office or company name or trading name.
3.4. Incorporation of any subsidiary and change of company name or trading name.
3.5. Corporate acquisitions investments, reorganisations, or disposals of greater than £500,000 in value in relation to the Company or any subsidiary.
5.1. *Approval of all Circulars, Prospectuses and Listing Particulars.
5.2. *Approval of press releases concerning matters decided by the Board.
5.3. *Receiving reports on the views of the Group’s shareholders.
5.4. *Appointment or removal of Brokers.
6.1. Contracts in which a director or other related party is interested.
6.2. Business where there is, or is the potential for, a director to have, a conflict of interest.
6.3. Any proposed material acquisition of the assets of another company or business.
6.4. The acquisition or disposal of shares in a listed company or that of a Group subsidiary.
6.5. Any binding commitment to enter into a material strategic alliance, merger, joint venture, partnership or profit-sharing arrangement.
6.6. The making of a takeover offer.
6.7. Changes to this document and the Group’s Delegated Authorities (known as ‘How We Do Business’).
6.8. Approval of parent company guarantees.
6.9 Issue bonds, guarantees and indemnities not in the ordinary course of business.
7.1. Review and approve the Group Policies and Statements set out in the list attached at Appendix 1.
7.2. Review Energy Savings Opportunity Scheme Assessment prior to Environment Agency compliance notification.
8.1. *Approval of the Preliminary announcement and Final results.
8.2. *Approval of the Group’s dividend policy.
8.3. *Declaration of any interim dividend and recommendation of the final dividend (whether in cash or in specie).
8.4. *Approval of the Annual Report & Accounts.
8.5. Receiving reports on and reviewing the effectiveness of the Group’s risk and control processes to support its strategy and objectives.
8.6. Undertaking an annual assessment of the Group’s audit, financial reporting and controls and the processes referred to in A8.1 to A8.5.
8.7. Approval of the appointment and tenure/removal of the External Auditor (legal requirement to re-tender after 10 years).
9.1. *Changes to the structure, size and composition of the Board.
9.2. *Selection of the Chair of the Board and the Chief Executive Officer.
9.3. *Appointment or removal of the Company Secretary.
10.1. *The introduction of any new share incentive plan or major changes to existing plans. The Board recognises that the introduction of a change to the share plans may also need to be put to shareholders for approval.
10.2. *Determination, following a recommendation from the Chief Executive Officer, of the fees of the Non-Executive Directors.
1.1. Approval of the Committee’s Terms of Reference.
1.2. *Approval of the half-year report and interim results.
1.3. *Approve any significant changes in accounting policies or practices.
1.4. *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).
1.5. Approval of an appropriate statement on Internal Control and Risk Management for inclusion within the Annual Report.
1.6. Ensuring the adequacy of the Company’s processes relating to anti-bribery and corruption and whistleblowing.
1.7. Any other matters not expressly listed in section A that the Board feels, in its sole opinion, would be best served by the Audit Committee.
2.1. *Approval of the Committee’s Terms of Reference.
2.2. *Appointment of the Senior Independent Director.
2.3. *Appointments to the Board
2.4. Appointment of any director to executive or other office other than to the positions of Chair and Chief Executive Officer.
2.5. *Membership and Chairship of the Board Committees.
2.6. *Ensuring adequate plans are in place for orderly succession to the Board and to Senior Management.
2.7. *Continuation in office of any director 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.
2.8. *Review of the effectiveness and independence of non-executive directors.
2.9. *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.
2.10. Any other matters not expressly listed in section A that the Board feels, in its sole opinion, would be best served by the Nomination Committee.
3.1. *Approval of the Committee’s Terms of Reference.
3.2. *Determining the Remuneration Policy for the executive directors, company secretary, and senior executives.
3.3. Any other matters not expressly listed in section A that the Board feels, in its sole opinion, would be best served by the Remuneration Committee.
4.1. *Approval of the Committee’s Terms of Reference.
4.2. Approval of ESG Policy.
4.3. Any other matters not expressly listed in section A that the Board feels, in its sole opinion, would be best served by the ESG Committee.
1.1. Approval of resolutions and corresponding documentation relating to financial statements of the Company, accounting policies and the External Auditor, to be put forward to shareholders at general meeting.
1.2. Approval of the External Auditor’s Audit remuneration for audit and non-audit work.
1.3. Approval of the Group’s Tax Policy and Treasury Policy (including foreign currency and interest rate exposure).
1.4. Ensuring the independence and objectivity of the External Auditor.
1.5. Approval of appointment of the Head of the Internal Audit Function.
1.6. Approval of the procedures for the detection of fraud and the prevention of bribery and its associated policy.
1.7. Any other matters not expressly listed in section A and B or that the Board feels, in its sole opinion, would be best served by the Audit Committee.
2.1. 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.
2.2. Any other matters not expressly listed in section A or B that the Board feels, in its sole opinion, would be best served by the Nomination Committee.
3.1. Approval of awards granted under the Company’s Employee and Executive share plans.
3.2. 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.
3.3. Change in colleague benefits.
3.4. Change in employee terms and conditions.
3.5. Change to the Company car policy.
3.6. Any other matters not expressly listed in section A that the Board feels, in its sole opinion, would be best served by the Remuneration Committee.
4.1. The Company’s overall ESG Strategy including an implementation plan and KPIs.
4.2. Any projects developed in response to the implementation of the Company’s ESG Strategy.
4.3. All ESG reporting including information to be included in the Company’s Annual Report.
4.4. Annually related codes of practice and policies.
4.5. Any other matters not expressly listed in section A or B that the Board feels, in its sole opinion, would be best served by the ESG Committee.
5.1. Review and approve the Group Policies and Statements set out in the list attached at Appendix 2.
5.2. Any other matters not expressly listed in section A or B that the Board feels, in its sole opinion, would be best served by an ad hoc Committee of the Board.
1.1. Responsibility for the overall management of the Group.
1.2. 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.
1.3. Oversight of the activities of the Group ensuring:
1.4. Approval of the appointment of the Group’s key advisors.
2.1. Changes to the Group’s management and control structure.
3.1. Ensuring maintenance of a sound system of internal controls and risk management.
3.2. Approval of overall levels of insurance for the Group, including Directors and Officers liability insurance and indemnification of directors.
3.3. Review and oversight of the Group’s overall corporate governance arrangements and framework to ensure that it remains appropriate considering any material change to the Groups size, complexity, geographical footprint strategy, market and regulatory requirements.
3.4. Approval of minor changes to the Group’s delegated authorities.
4.1. Contracts not in the ordinary course of business.
List of Group Policies and Statements reserved to the main Board of Directors. of Halfords Group PLC
List of Group Policies and Statements delegated to
Sub-Committees of the Board of Directors of Halfords Group PLC