Corporate Governance – Matters reserved for the board


  • 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.


  • 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;


  • 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.


  • 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.


  • 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.