Matters Reserved for the Board

Matters Reserved for the Board


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.

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.

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.