1.1 *The division of responsibilities between the Chairman, and the Chief Executive 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.
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 Rightsizes and Store Regears with a capital cost £500k 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.
A.2 Strategy and Management
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. Extension of the Group’s activities into new business or geographical areas.
2.4. Any decisions to cease to operate all or any material part of the Group’s business.
A.3 Structure, Capital and Financing
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. Incorporation of any subsidiary and change of company name or trading name.
3.4. Corporate acquisitions investments or disposals of greater than £500,000 in value.
A.4 Approval of the Group’s Banking Facility Arrangements
A.5 Investor Relations
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.
6.5. Any binding commitment to enter into a material strategic alliance, 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.
A.7 Policies and Statements
7.1. Review and approve the Group Policies and Statements set out in the list attached at Appendix 1 which include:
- the Tax Policy;
- the Treasury and Hedging Policy;
- the Sanctions Policy;
- the Health and Safety Policy;
- the Data Protection Policy;
- the Share Dealing Code and the Share Dealing Policy;
- the Ethical Trading Statement and Code of Conduct; and
- the Modern Slavery Statement.
7.2. Review Energy Savings Opportunity Scheme Assessment prior to Environment Agency compliance notification.
A.8 Audit, Financial Reporting and Controls
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 A9.1 to A9.5.
9.1. *Changes to the structure, size and composition of the Board.
9.2. *Selection of the Chairman of the Board and the Chief Executive.
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, of the fees of the non-executive directors.