Constitution

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.

Membership

The Code requires that  at least half the Board, excluding the Chairman, should be Non-Executive Directors whom the Board considers to be independent.

Quorum

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.

Meetings

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 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.

Appendix 1

List of Group Policies and Statements reserved to the main Board of Directors of Halfords Group PLC

  • Dignity in the Workplace (UK)
  • Diversity Policy
  • Environmental Policy
  • Ethical Trading Statement
  • Health and Safety Policy
  • Modern Slavery Statement
  • Redundancy Policy
  • Retail Food Safety Policy
  • Safeguarding Policy
  • Sanctions Policy
  • Share Dealing Code
  • Data Protection and Privacy Policy
  • Information Security Policy

Appendix 2

List of Group Policies and Statements delegated to Sub-Committees of the Board of Directors of Halfords Group PLC

Audit Committee

  • Anti-Bribery and Corruption Policy
  • Tax Strategy and Policy Document
  • Treasury Strategy and Policy
  • Whistleblowing Policy

 Remuneration Committee

  • No policies

Nomination Committee

  • No policies

 Corporate Social Responsibility Committee

  • Corporate Social Responsibility Policy
  • Halfords Sourcing Code of Conduct for Suppliers

 Committee of the Board

  • Absence Policy: Retain and NI
  • Absence Policy: Support Centre
  • Absence Policy: Distribution Centre
  • Adoption Guidelines
  • Adoption Policy
  • Capability
  • Conduct Policy for DC
  • Company Car Policy
  • Disciplinary Policy
  • Expenses Policy
  • Grievance Policy
  • Maternity Policy UK
  • Maternity Policy POI
  • Paternity Policy UK
  • Paternity Policy ROI
  • Petty Cash and Foreign Currency
  • Recruitment Policy
  • Relocation Policy
  • Search Policy
  • Secondment Policy
  • Shared Parental Leave – Adoption
  • Shared Parental Leave – Birth Policy
  • Substances Misuse Policy
  • Sunday Working Opt-Out Guidelines
  • Time off for Training Policy
  • Transgender Policy
  • Work Experience Policy
  • Young People at Work

GDPR Steering Committee

  • Automated Decisions Policy
  • CCTV Policy
  • Colleague Consent Policy
  • Covert Monitoring Policy
  • Customer Consent Policy
  • Data and Information Security Breach Management Policy
  • Data Diligence Procedure
  • Data Erasure Procedure
  • Data Exchange Policy
  • Data Impact Assessment Policy
  • Data Portability Procedure
  • Data Processing Objection or Restriction Procedure
  • Data Rectification Procedure
  • Information Security and Data Breach Incident Response Plan
  • Internet Filtering and Monitoring Policy
  • IT and Communications Acceptable Use Policy
  • IT Security Policy Manual
  • Legal Basis for Processing Data Statements
  • Legitimate Interests Policy
  • Records Management Policy
  • Social Media Policy
  • Subject Access Request Procedure
  • Use of Children’s Data Policy
  • Use of Special Categories of Customer Data Policy
  • Use of Special Categories of Colleague Data Policy