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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 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.

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:

  • 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.