Matters Reserved for the Board

Matters Reserved for the Board


The Board of Directors should, in line with the UK Corporate Governance Code 2024 (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.

1. Membership

1.1. The Board shall consist of the Chair, the Chief Executive Officer, the Chief Financial Officer and at a minimum a matching number of Non-Executive Directors.

1.2. At least half of the Board, excluding the Chair, should be Non-Executive Directors whom the Board considers to be independent, taking into consideration the guidance provided by the Code.

2. Secretary

2.1 The Company Secretary, or their nominee, shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum

3.1 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.

3.2 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.

3.3 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.

3.4 Any decisions of the Committee shall be taken on a simple majority basis. The Chair of the Committee shall have a casting vote in the event of equality of voting.

4. Authority

4.1. The Board is authorised to seek any information it requires from any employee of the Company and all employees shall be directed to co-operate with any request made by the Committee, provided that their role in providing such co-operation is clearly separated from their role within the Company.

4.2. 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.

5. Frequency of Meetings

5.1. Prior to the commencement of each financial year, the Chair and the Company Secretary shall review the frequency of and the dates for the Board Meetings.

6. Meetings

6.1. The Company Secretary shall minute the proceedings and resolution of all Board meetings, as well as keeping appropriate records, including recording the names of those present and in attendance.

6.2. 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 Board and any other person required to attend no later than five working days before the date of the meeting.

6.3. Supporting papers shall be sent to all Board members and to other attendees, as appropriate, at the same time. 

6.4. Draft minutes of Board meetings shall be circulated to all members of the Board unless a conflict of interest arises or, exceptionally, it would be inappropriate to do so.

7. Annual General Meeting

7.1. 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.

7.2. The Board is required to ensure that suitable arrangements are made to facilitate the holding of the annual general meeting.

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

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

  • of the requirements of the Companies Act; or,
  • 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.

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 and all other legislation as may be applicable during the period.

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.