1. Strategy and Management
1.1 Responsibility for the long term success of the group and delivery of sustainable value to shareholders whilst considering the factors listed in Section 172 of the Companies Act 2006 and other applicable legal and regulatory obligations.
1.2 Approval of the group’s five year plan.
1.3 Approval of the group’s long-term objectives and brand and commercial strategies.
1.4 Approval of the annual operating and capital expenditure budgets and forecasts and any material changes to them, to include cash flow.
1.5 Oversight of the group’s operations ensuring:
- competent and prudent management;
- consideration of longer term strategic threats to the group’s business;
- 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.
1.6 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.
1.7 Extension of the group’s activities into new business, new product categories or geographic areas not included within the strategic plan.
1.8 Any decision to cease to operate all or any material part of the group’s business.
2. Structure and Capital
2.1 Changes relating to the company’s capital structure including reduction of capital, share issues (except under employee share plans), share buy backs (including the use of treasury shares).
2.2 Major changes to the group’s corporate structure.
2.3 Any changes to the company’s listing or its status as a plc.
3. Financial Reporting and Controls
3.1 Approval of the half-yearly report, interim management statements, any preliminary announcement of the final results and any other material or significant statements issued on behalf of the group.
3.2 Approval of the annual report and accounts and related shareholder documentation.
3.3 Approval of the dividend policy.
3.4 Approval of the interim dividend and recommendation of the final dividend.
3.5 Approval of the group’s treasury policy (including foreign currency exposure and the use of financial derivatives).
3.6 Approval of the group’s taxation policy.
3.7 Approval of any significant changes in accounting policies or practice.
4. Risk Management and Internal Controls
4.1 Ensuring maintenance of a sound system of internal control and risk management including:
- Reviewing and approving the group’s risk appetite and risk management framework;
- 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
5.1 Non-store related capital expenditure proposals of £500,000 or more and all store related capital expenditure which falls outside of the group’s approved store capital expenditure matrix.
5.2 General operating expenditure (including IT and Logistics) outside of the budget/forecast of £1 million or more.
5.3 Stock purchases outside of the seasonal buy of £5 million or more.
5.4 Buying or selling material assets forming part of a company.
5.5 Entering into contracts not in the ordinary course of business with a total financial commitment in excess of £100,000.
5.6 The acquisition or disposal of companies including the acquisition of any shares in a company.
5.7 The granting, removal or transfer of a franchise or distributor agreement where the existing revenue or projected revenue is in excess of £5 million per annum in a territory.
5.8 Setting up a joint venture company with a third party.
5.9 Any establishment, or extension of, or material change of the company’s (including its subsidiaries) principal banking facilities including leasing transactions.
6. Communication
6.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
6.2 Approval of all circulars, prospectuses and listing particulars (approval of routine documents such a periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a committee).
6.3 Approval of press releases and/or regulatory announcements concerning matters decided by the Board.
7. Board Membership and Other Appointments
7.1 The appointment and removal of any person as a director of the company following recommendations from the Nomination Committee.
7.2 Changes to the structure, size and composition of the Board following recommendations from the Nomination Committee.
7.3 Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience within the business and on the Board.
7.4 Appointments to and removals from the Executive Committee.
7.5 Establishment of the process for the selection of executive and non-executive directors and other senior executives including members of the Executive Committee.
7.6 Membership and chairmanship of Board committees.
7.7 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.
7.8 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.
7.9 Appointment or removal of the Company Secretary.
7.10 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.
7.11 Appointments to boards of joint venture companies.
8. Remuneration
8.1 Determining the policy for and remuneration of the Chairman, executive directors, and non-executive directors ensuring, at all times, that no director is involved in any decision relating to their own remuneration.
8.2 Determining the remuneration of other members of the Executive Committee, including the Company Secretary.
8.3 The introduction of new share incentive plans or any material changes to existing plans, to be put to shareholders for approval.
8.4 The funding and governance of significant changes to the group’s pension scheme(s).
9. Delegation of Authority
9.1 The division of responsibilities between the Chairman, the Chief Executive Officer (and other executive directors) and the terms of reference for the Senior Independent Director, which should be in writing.
9.2 Approval of the terms of reference of Board committees.
9.3 Receiving reports from the Board committees on their activities.
10. Corporate Governance Matters
10.1 Undertaking a formal and rigorous review (annually) of its own performance, that of its committees and individual directors.
10.2 Determining the independence of non-executive directors in accordance with the requirements of the UK Corporate Governance Code published by the Financial Reporting Council from time to time.
10.3 Authorising any actual or potential conflicts of interest in accordance with the Companies Act 2006 and the group’s articles of association including the entering into or varying of any transaction or arrangement with, or for the benefit of any director of a group company or any person who is connected (as defined in Section 252 of the Companies Act 2006) with any director of a group company.
10.4 Considering the balance of interests between shareholders, employees, customers, the community and other stakeholders.
10.5 Overseeing the group’s corporate culture, values and standards.
10.6 Review of the group’s overall corporate governance arrangements.
10.7 Receiving reports on the views of the company’s shareholders to ensure they are communicated to the Board as a whole.
11. Policies
11.1 Approval of the group’s delegated authority statement which sets out expenditure and other limits.
11.2 Approval of corporate governance policies shown below:
- Anti-bribery policy
- Code of Conduct;
- Share dealing code;
- Whistleblowing policy;
- Health and safety policy;
- Environmental policy;
- Market Disclosure policy (including procedures for the release of price sensitive information);
- Corporate social responsibility policy; and
- Charitable donations policy.
12. Other
12.1 The making of political donations.
12.2 Approval of the appointment of the group’s principal corporate advisers.
12.3 Prosecution, defence or settlement of litigation where legal costs are expected to exceed £250,000.
12.4 Approval of the directors’ and officers’ liability insurance (and indemnification of directors).
12.5 This schedule of matters reserved for Board decisions.
Matters which the Board considers suitable for delegation are contained in the terms of reference of its committees. Those matters not contained in this schedule of matters reserved for the Board or the terms of reference of any of its committees are delegated to the executive statutory directors.
In relation to the item at section 8.1 the Board has delegated the authority to determine the remuneration of (i) the Chairman and the executive directors to the Remuneration Committee; and (ii) the non-executive directors to a decision of the Chairman and the executive directors. In doing so the Board has ensured that no director is involved in any decision in relation to their own remuneration.
Approved by the Board
on 14 May 2018