Role and membership of the board of directors

Question 1

Matters reserved for the board

Answer 1

1. Strategy and Management
   - Responsibility for overall leadership of company
   - Approval of overall strategy and strategic objectives
2. Structure and Capital
   Change in corporate or capital structure
3. Financial Reporting and controls
   - Approving the annual report and accounts
   - Declaring an interim dividend and recommending a final dividend
   - Approval of any significant changes in accounting policies or practices.
4. Contracts
   - Approval of major contracts and investments
5. Internal controls
   Approving the risk appetite of the company
6. Communication
   - Approval of formal communications with shareholders
   - Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting
   Approval of all circulars, prospectuses and listing particulars
7. Board Membership

Question 2

Matters reserved for the board

Answer 2

1. Strategy and Management
   - Responsibility for overall leadership of company
   - Approval of overall strategy and strategic objectives
2. Structure and Capital
   Change in corporate or capital structure
3. Financial Reporting and controls
   - Approving the annual report and accounts
   - Declaring an interim dividend and recommending a final dividend
   - Approval of any significant changes in accounting policies or practices.
4. Contracts
   - Approval of major contracts and investments
5. Internal controls
   Approving the risk appetite of the company
6. Communication
   - Approval of formal communications with shareholders
   - Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting
   Approval of all circulars, prospectuses and listing particulars
7. Board Membership
   - Changes to the structure, size and composition of the board
   - Ensuring adequate succession planning for the board
   -Appointment, reappointment or removal of the external auditor

8.Remuneration
Determining the remuneration policy for the directors, company secretary and other senior executives.

9. Delegation of Authority
   - Approval of the delegated levels of authority, including the Chief Executive’s authority limits
   - Establishing board committees
10. Corporate Governance
    - Undertaking a formal and rigorous annual review of its own performance, that of its committees and individual directors, and the division of responsibilities.
    - Review of the group’s overall corporate governance arrangements

Question 3

Matters reserved for the board - Policies

Answer 3

Approval of policies, including:

Share dealing code
Bribery prevention policy
Whistleblowing policy
Corporate social responsibility policy
Charitable donations policy

Question 4

Role of Executive Directors

Answer 4

• All directors on a unitary board have same duties
• Not CEOs exec team when engaged in board business
• Requires understanding of Directors responsibilities
• CFO has particular responsibilities for providing board with high quality financial information