Matters reserved for the plc board

Strategy, Management & Structure 
1. Responsibility for the overall leadership of the Group and setting the Company’s values and standards which we encompass within our Cornerstones.
2. Approval and ongoing review of the Group’s strategy.
3. Oversight of the Group’s operations and review of the Company’s performance.
4. Approval of significant changes relating to the Group’s capital or corporate structure and its share listing.
5. Changes to the Group’s management and control structure.
6. Extension of the Group’s activities into new business or geographic areas.
7. Disposal of, or decisions to cease to operate, the whole or part of any wholly owned activities involving net assets greater than £10m.
8. Approval and ongoing review of the Annual Operating Plan and budget.
9. Acquisitions or Brownfield site developments above £10m (including 10 year lease commitment) expenditure.
10. Acquisitions of companies or businesses at or below £10m where their activity is not in the ordinary course of the Company’s business or where their activity is in the ordinary course of business but which bear a disproportionately high level of risk to the Company.
11. Other capital expenditure in excess of £10m.
12. Revenue expenditure (other than in respect of contracts in the ordinary course of business) in excess of £10m and leases with a capitalised value in excess of £10m.
13. Approval of funding strategy, banking arrangements, tax policy and treasury policy (including foreign exchange, hedging and derivative exposures).
14. Approval of the dividend policy, declaration of the interim dividend and recommendation of the final dividend.
15. Any transaction classified by the Listing Rules as a related party transaction or a class transaction.
Financial Reporting & Controls
16. Approval of the annual report and accounts, interim and final results statements and interim management statements.
17. Ensuring maintenance of sound risk management and internal control systems.
18. Through the Audit Committee, reviewing the effectiveness of the Company’s internal financial controls and the internal control and risk management systems.
19. Through the Audit Committee, approval of any significant changes in accounting policies or practices.
Contracts and Agreements
20. Contracts of the Company or any subsidiary not in the ordinary course of business.
21. Contracts which are material strategically or by reason of size.
22. Agreement to PLC guarantees exceeding £50,000.
23. Agreement to change of control provisions in contracts other than public sector contracting contracts. Any change of control provision in a public sector contracting contract which involves liability for property occupation/ costs which could extend beyond the expiry of the contract term must be approved in advance by the Group Property Director and either of the CEO and CFO.
Board Membership and Board Committees
24. Changes to the structure, size and composition of the Board, following recommendations from the Nominations Committee.
25. Board appointments, continuations in office and removal of directors, following recommendations from the Nominations Committee.
26. Membership and chairmanship of Board committees.
27. Appointment or removal of the Company Secretary.
28. Ensuring adequate succession planning for the Board and senior management.
29. Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee. Agreement of fees payable to the Company’s auditors, subject to shareholders’ delegation.
30. Through the Remuneration Committee, setting the remuneration policy for Directors and certain senior members of executive management, setting the individual remuneration of Directors and monitoring such arrangements for the relevant senior executives.
31. The remuneration of non-executive directors, subject to the Articles of Association and shareholder approval as appropriate.
32. Approval of the introduction of new share incentive plans and major changes to existing plans.
33. Pension strategy and major changes in the rules of Company pension schemes and consultation with trustees on investment strategy.
Delegation of Authority
34. Approval of terms of reference of Board Committees.
35. Receiving reports and recommendations from Board Committees.
36. The division of responsibilities between the Chairman, Chief Executive and Senior Independent Director.
Corporate Governance
37. Carrying out a rigorous annual performance evaluation of the Board, its committees (via the respective committees) and individual directors.
38. Determining the independence of non-executive directors.
39. Consideration of the balance of interests between different stakeholders in the Company.
40. Reviewing the Company’s overall corporate governance arrangements, including compliance with the UK Corporate Governance Code.
41. Approval of a conflicts of interest policy, and authorisation of any conflicts.
42. Approval of Group policies for:
Business Principles;
Bribery prevention;
Identification, control and disclosure of inside information;
Share Dealing;
Health and Safety;
Corporate responsibility;
Charity; and
Political donations.
43. Approval of resolutions to be proposed in General Meeting.
44. Approval of all circulars and listing particulars.
45. Approval of press releases concerning matters decided by the Board.
46. Approval of processes for ensuring a satisfactory dialogue with shareholders and receive reports on the views of the Company’s shareholders.
47. Appointment and termination of principal advisors to the Group.
48. Prosecution defence or settlement of litigation above £500k.
49. Approval of the insurance strategy and overall level of insurance including D&O insurance and indemnification of directors.
50. Any decision likely to have a material impact on the Company from any perspective including financial, operational, strategic or reputational.
51. This schedule of matters reserved.