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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

  • Absence Policy
  • Anti-Bribery and Corruption Policy
  • Armed Forces and Reservist Policy
  • Capability Policy (UK)
  • Capability Policy (ROI)
  • Data and IT Breach Management Policy
  • Data Protection and Privacy Policy
  • Dignity in the Workplace (UK)
  • Dignity in the Workplace (ROI)
  • Disciplinary Policy (UK)
  • Disciplinary Policy (ROI)
  • Diversity Policy
  • Drug and Alcohol Policy
  • Environmental Policy
  • Equal Opportunities and Non-Discrimination Policy
  • Suppliers’ Code of Conduct Policy
  • Fraud Policy
  • Grievance Policy
  • Health and Safety Policy
  • IT and Communications Acceptable Use Policy
  • Modern Slavery Statement
  • Redundancy Policy
  • Retail Food Safety Policy
  • Safeguarding Policy
  • Sanctions Policy
  • Share Dealing Code
  • Social Media Policy
  • Treating Customers Fairly (TCF) Policy
  • Whistleblowing Policy

Appendix 2

Audit Committee

    • Tax Strategy and Policy Document
    • Treasury Strategy and Policy
    • Whistleblowing PolicyAnti-Money Laundering Policy

Remuneration Committee

    • Company Car Policy

Nomination Committee

    • No policies

Corporate Social Responsibility Committee

    • Corporate Social Responsibility Policy

Committee of the Board

      • Adoption Policy
      • Clothing Policy
      • Expenses Policy
      • Flexible Working Policy
      • Guidance for Managers Employing Young Workers
      • Maternity Policy (UK)
      • Maternity Policy (ROI)
      • Paternity Policy (UK)
      • Paternity Policy (ROI)
      • Physical and Environmental Security Policy
      • Recruitment and Selection Policy
      • Relationship Policy
      • Relocation Policy
      • Search Policy
      • Secondment Policy
      • Shared Parental Leave – Adoption
      • Shared Parental Leave – Birth Policy
      • Study Support Policy
      • Transgender Policy
      • Work Experience Policy

Compliance Committee

    • Cardholder Data Policy
    • CCTV Policy
    • Colleague Consent Policy
    • Covert Monitoring Policy
    • Customer Consent Policy
    • Data Impact Assessment Policy
    • Dawn Raid Policy
    • FCA Regulated Complaints Policy
    • Information Security and Data Breach Incident Response Plan
    • Information Security Policy
    • 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
    • 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