Corporate Governance – Matters reserved for the board

 

Strategy

responsibility for direction of the group;

approval of strategic plan brought forward by the CEO;

approval of significant potential investments in other entities;

changes to the capital structure of the group.

Management

approval of the annual operating plan brought forward by the CEO;

approval of significant capital expenditure budgets;

oversight of general operations to ensure an adequate internal control system, good risk management and compliance with regulatory requirements;

Financial

approval of preliminary announcements of interim and final results;

approval of the annual report and accounts;

approval of any significant changes in accounting policies or practices.

Risk

responsibility for the maintenance and annual assessment of a system of internal control and risk management;

approving the group’s risk appetite, reviewing and approving any activities falling outside the
approved risk appetite;

approval of the risk assessment and mitigation framework.

Board composition

approval of changes to the structure, size and composition of the board;

ensuring adequate succession planning for the board;

appointments to and removal from the board (including Chairman and CEO);

appointments to and removal from board committees;

appointment or removal of the Company Secretary.

Other

appointment, reappointment or removal of the external auditor (subject to confirmation at the AGM);

setting the remuneration policy for executive directors;

setting the remuneration of the non-executive directors.