Investors

Matters Reserved For The Board

  1. Strategy and Management

    1. Responsibility for the overall management of the group.
    2. The group’s annual strategic plan.
    3. Approval of the group’s long-term objectives and commercial strategy.
    4. Approval of the annual operating and capital expenditure budgets and any material changes to them, to include cash flow.
    5. Oversight of the group’s operations ensuring:
      • Competent and prudent management;
      • Sound planning;
      • Maintenance of a sound system of internal control and risk management;
      • Proper accounting and other records; and
      • Compliance with statutory and regulatory obligations.
    6. Review of performance in the light of the group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
    7. Extension of the group’s activities into new business, new product or geographic areas not included within the strategic plan.
    8. Any decision to cease to operate all or any material part of the group’s business.
  2. Structure and Capital
    1. Changes relating to the group’s capital structure including reduction of capital, share issues (except under employee share plans), share buy backs (including the use of treasury shares).
    2. Major changes to the group’s corporate structure.
    3. Changes to the group’s management structure, control structure and organisation.
    4. Any changes to the company’s listing or its status as a plc.
  3. Financial reporting and controls
    1. Approval of the half-yearly report, interim management statements and any preliminary announcement of the final results.
    2. Approval of the annual report and accounts.
    3. Approval of the dividend policy.
    4. Declaration of the interim dividend and recommendation of the final dividend.
    5. Approval of treasury policies (including foreign currency exposure and the use of financial derivatives).
    6. Approval of reforecasts.
  4. Internal Controls
    1. Ensuring maintenance of a sound system of internal control and risk management including:
      • Receiving reports on, and reviewing the effectiveness of, the group’s risk and control processes to support its strategy and objectives;
      • Undertaking an annual assessment of these processes; and
      • Approving an appropriate statement for inclusion in the annual report.
  5. Capital Expenditure and Long Term Commitments
    1. Capital expenditure proposals of £250,000 or more.
    2. Buying or selling material assets forming part of a company.
    3. Entering into contracts not in the ordinary course of business with a total financial commitment in excess of £100,000.
    4. The acquisition or disposal of companies including the acquisition of any shares in a company.
    5. The appointment or removal of a franchisee with exclusive rights to a territory.
    6. The approval of country strategic plans where there is no exclusive right to the territory.
    7. Sales contracts with a value in excess of £5m over the expected life of the contract (to include Distributors & Agency partners).
    8. Setting up a joint venture company with a third party.
    9. Any establishment, or extension of, or material change of the company’s (including its subsidiaries) principal banking facilities including leasing transactions.
    10. Appointment or termination of license agreements.
    11. Stock purchases as set out below:
      • Retail:
        • Season order to category level where budgeted; and
        • Season order to product level where unbudgeted.
      • Wholesale:
        • The first season buy.
  6. Communication
    1. Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
    2. Approval of all circulars, prospectuses and listing particulars (approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a committee).
    3. Approval of press releases concerning matters decided by the Board.
  7. Board membership and other appointments
    1. Changes to the structure, size and composition of the Board following recommendations from the Nomination Committee.
    2. Ensuring adequate succession planning for the Board and senior management.
    3. Appointments to and removals from the Board and the Executive Committee, following recommendations by the Nomination Committee.
    4. Selection of the chairman of the Board and the chief executive officer.
    5. Appointment of the senior independent director.
    6. Membership and chairmanship of Board committees.
    7. Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate.
    8. Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the company, subject to the law and their service contract.
    9. Appointment or removal of the company secretary.
    10. Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.
    11. Appointments to boards of subsidiaries or joint venture companies.
  8. Remuneration
    1. Determining the remuneration policy for the directors, company secretary and other senior executives.
    2. Determining the remuneration of the non-executive directors, subject to the articles of association and shareholder approval as appropriate.
    3. The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
    4. The introduction of or major change to a company or stakeholder pension scheme.
  9. Delegation of authority
    1. The division of responsibilities between the chairman, the chief executive (and other executive directors) which should be in writing.
    2. Approval of terms of reference of Board committees.
    3. Receiving reports from Board committees on their activities.
  10. Corporate governance matters
    1. Undertaking a formal and rigorous review (annually) of its own performance, that of its committees and individual directors.
    2. Determining the independence of directors.
    3. Considering the balance of interests between shareholders, employees, customers and the community.
    4. Review of the group’s overall corporate governance arrangements.
    5. Receiving reports on the views of the company’s shareholders.
  11. Policies
    1. Approval of the group delegated authority statement.
    2. Approval of corporate governance policies including:
      • Code of Conduct;
      • Share dealing code;
      • Health and safety policy;
      • Environmental policy;
      • Communications policy (including procedures for the release of price sensitive information);
      • Corporate social responsibility policy; and
      • Charitable donations policy.
  12. Other
    1. The making of political donations.
    2. Approval of the appointment of the group’s principal corporate advisers.
    3. Prosecution, defence or settlement of litigation where legal costs are expected to exceed £250,000.
    4. Approval of the directors’ and officers’ liability insurance (and indemnification of directors).
    5. This schedule of matters reserved for Board decisions.