Role of the board

The board is collectively responsible to the Company’s shareholders for the long-term success of the Company. It meets regularly to set the overall strategic direction of the Company, to review its operating and financial performance and to provide oversight to ensure that the Company is effectively controlled and resourced, including consideration of risk on the foregoing.
To help it discharge these responsibilities and oversee control of the Company’s affairs, the board has set out the specific business and governance matters which are reserved for its decision.

Matters requiring board approval include:

- annual and interim results and interim management statements;

- the Company’s strategic and operating plans;

- the annual budget;

- appointments to the board and as Company Secretary;

- treasury policies;

- dividend recommendation;

- the issue of new shares;

- amendments to the Company’s pension scheme;

- larger capital expenditure, acquisitions, disposals and investment
proposals; and

- the overall system of internal control and risk management.

Certain specific responsibilities are delegated to the board committees, notably the Audit, Remuneration and Nomination committees, which operate within clearly defined terms of reference, reporting regularly to the board.