‍

An effective Board of Directors leads and controls the Group and has a schedule of matters reserved for its approval.

The Board is specifically responsible for:

• development and approval of the Group’s strategy and its budgetary and business plans;
• approval of significant investments and capital expenditure;
• approval of annual and half-year results and interim management statements, accounting policies and the appointment and remuneration of the external auditors;
• approval of interim, and recommendation of final, dividends;
• changes to the Group’s capital structure and the issue of any securities;
• establishing and maintaining the Group’s risk appetite, system of internal control, governance and approval authorities;
• executive performance and succession planning;
• determining standards of ethics and policy in relation to health, safety, environment, social and community responsibilities;
• disclosure to the market and shareholders.

Strategy is continually monitored and reviewed by the Board.

• 1. MATTERS RESERVED FOR THE PLC BOARD
  
  The following must be approved by the plc Board:some text
  • All matters not otherwise described below, which exceed the authority delegated to the Group executives.
  • Mergers and acquisitions transactions:some text
    1. Any acquisition or disposal of shares, assets, land or undertakings, the value of which exceeds £5m, by any part of the Group, (including any joint venture)
    2. The creation or termination of any joint venture
    3. Matters not in the ordinary course of business such as moving into a new business or into a new country of operation.
  • Strategy, budgets and business plans:some text
    1. Responsibility for the overall leadership of the Group and setting the Group’s values and standards.
    2. Approval of the Group’s long-term objectives and commercial strategy.
    3. Approval of the annual operating and capital expenditure budgets and any material changes to them.
    4. Oversight of the Group’s operations ensuring:some text
       1. competent and prudent management;
       2. sound planning;
       3. maintenance of sound management and internal control systems;
       4. adequate accounting and other records; and
       5. compliance with statutory and regulatory obligations.
    5. Review of performance in light of the Group’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
    6. Extension of the Group’s activities into new business or geographic areas.
    7. Any decision to cease to operate all or any material part of the Group’s business.
  • Audit, financial and other reporting and controls:some text
    1. The annual and half-year results and reports
    2. Interim dividends and the recommendation of any final dividends
    3. Significant changes in accounting policies and practices such as the basis on which the accounts are prepared.
    4. Any notice of General Meeting and any other circulars to be sent to shareholders
    5. Treasury policies.
    6. Lending or borrowing outside the treasury policy of the Group.
    7. Material unbudgeted capital or operating expenditures (outside pre-determined authorities).
    8. Debt facilities and any material amendments to them.
    9. The provision of any financial guarantee or indemnity by any member of the Group.
  • Structure and capital:some text
    1. Changes in the capital structure of the Group and the issue of shares or other securities by any Group Company.
    2. Changes to the Group’s corporate structure.
    3. Changes to the Group’s management and control structure.
    4. Any changes to any Group Company’s listing on AIM or its status as a plc.
  • Policies:some text
    1. Policies and guidelines in respect of treasury activities, hedging activities and taxation, including the respective related risk management strategy and framework.
    2. The Group’s policies in relation to health, safety and environment, ethics and business behaviour and corporate social and community responsibility, including political and charitable donations.
  • Internal controls and governance:some text
    1. Oversight in respect of the Group’s internal control and risk management arrangements (and any changes thereto), including:some text
       1. approving the Group’s risk appetite;
       2. receiving reports on, and reviewing the effectiveness of, the Group’s risk and control processes to support its strategy and objectives;
       3. approving procedures for the detection of fraud and the prevention of bribery.
    2. Undertaking an annual review of  the effectiveness of the system of internal control
    3. Approving an appropriate statement for inclusion in the annual report.
    4. Any amendments to the relationship agreement between the company and Partners
    5. The Group’s corporate governance arrangements, including compliance with the combined code on corporate governance
    6. Undertaking a formal and rigorous annual review of its own performance, that of its committees and individual directors and the division of responsibilities.
    7. Determining the independence of non-executive directors.
    8. Considering the balance of interests between shareholders, employees, other stakeholders and the community.
    9. Authorising conflicts of interest where permitted by the Group’s articles of association.
    10. Receiving reports on views of shareholders.
    11. The Group’s director and officer liability insurance
    12. Oversight in respect of major litigation (summary report to be presented to the Board at which annual and half year reports are to be approved).
    13. Approval of Group policies.
    14. Approval of the appointment of the Group’s principal professional advisers.
    15. Any decision likely to have a material impact on the Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.
    16. This schedule of matters reserved for the board.
  • Contracts:some text
    1. Approval of all material contracts not in the ordinary course of business.
    2. The entry into contracts which are material strategically or by reason of value in the ordinary course of business.
    3. Major investments including the acquisition or disposal of interests of more than 3 percent in the voting shares of any company or the making of a takeover offer.
  • Communications:some text
    1. Approval of regulatory announcements concerning matters decided by the Board.
    2. Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of strategic objectives.
  • Board, board committees, management, officers and advisers:some text
    1. Changes to the structure, size and composition of the Board, following recommendations from the Nomination Committee
    2. The appointment or removal of directors and the Group company secretary, including their terms of reference, following recommendations from the Nomination Committee
    3. Selection of the Chair of the Board and the Chief Executive Officer
    4. Appointment of the Senior Independent Director to provide a sounding board for the Chair and to serve as intermediary for the other directors when necessary
    5. The establishment of sub-boards and committees, their membership, constitution and terms of reference, following recommendations from the Nomination Committee
    6. Continuation in office of directors at the end of their term of office, where they are due to be re-elected by shareholders at the AGM and otherwise as appropriate
    7. 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 Group, subject to the law of their service contract.
    8. The appointment, re-appointment or removal of the auditors and their remuneration to be put to shareholders in a general meeting, following the recommendation of the Audit and Risk Committee
    9. Appointments to boards of subsidiaries
    10. The appointment or termination of appointment of any other corporate adviser referred to in the company’s annual report and accounts
    11. Appointment and removal of trustees of the Group’s pension arrangements where the power of appointment or removal is reserved to the Board under the rules of the scheme.
  • Management development, remuneration and employee benefits:some text
    1. Upon the recommendation of the Remuneration Committee, policies for Executive remuneration, including remuneration of the executive directors
    2. Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience with the Group and on the Board
    3. The establishment of any new employee or executive share scheme or any amendment to an existing scheme, the rules of which require Board approval.
  • Delegation of authority:some text
    1. Approval of terms of reference for Board committees, and approving material changes thereto.
    2. The division of responsibility between the Chair and the Chief Executive should be clearly established.
    3. Approval of delegated levels of authority, including the Chief Executive’s authority limits (which must be in writing).
    4. Receiving reports from Board committees on their activities.
• 2. BOARD COMPOSITION
  
  The biographies of the directors and their committee memberships may be viewed on the website.
  Their responsibilities are set out below.
• 3. BOARD COMMITTEES
  
  The Board has delegated authority to its committees on specific aspects of management and control of the Group.some text
  • The Board committees are:
  • The Audit and Risk Committee (J. Brown (Chair), M. Sunmonu)
  • The Remuneration Committee (M. Sunmonu (Chair), J. Brown)
  • The Nomination Committee (M. Sunmonu (Chair), J. Brown, A. Ademola & O. Fanning)
  • The Health and Safety Committee (M.Sunmonu (Chair), J.Price)
  • The Environment, Social and Governance Committee (A Kolapo (Chair), M.Sunmonu (INED))
  • Full terms of reference for each committee can be found by using the links above.

‍