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Companies Act requirements
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1.*
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Approval of interim and final financial statements.
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2.*
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Approval of the interim dividend and recommendation of the final dividend.
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3.*
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Approval of any significant change in accounting policies or practices.
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4.*
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Appointment or removal of Company Secretary.
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5.*
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Remuneration of auditors where shareholders have delegated this power
to the Board and recommendations for appointment or removal of auditors.
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6.*
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Directors’ conflicts of interest.
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Stock Exchange
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7.*
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Approval of all circulars and listing particulars (approval of routine
documents such as periodic circulars re scrip dividend procedures or exercise
of conversion rights could be delegated to a committee).
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8.*
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Approval of news releases concerning matters decided by the Board.
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Management
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9.*
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Approval of the Group’s commercial strategy and the annual operating
budget.
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10.*
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Changes relating to the Group’s capital structure or its status
as plc.
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11.
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Appointments of non-Senior employees to boards of subsidiaries or appointments
of Senior employees to boards of companies where Senior has a minority
interest.
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12.*
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Terms and conditions of Directors and senior executives.
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13.
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Changes to the Group’s management and control structure.
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Board membership and Board committees
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14.*
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Board appointment and removals.
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15.*
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Terms of reference of Chairman, Deputy Chairman, Chief Executive and
other executive directors.
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16.*
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Terms of reference and membership of Board committees.
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Finance and Contractual
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17.
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Major capital projects over £1m (£300k - £1m approved
by Executive Committee with advice to the Board).
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18.
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Material contracts of the company, or any subsidiary, in the ordinary
course of business in accordance with Group Contract Control procedures.
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19.
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Any contracts of the company, or any subsidiary, not in the ordinary
course of business, e.g. acquisitions or disposals.
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20.
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Major investments including the acquisition or disposal of interests
in the voting shares of any company or the making of any take-over bid.
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21.
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Treasury policies including foreign exchange exposures.
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Miscellaneous
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22.
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Major changes in the rules of the company pension scheme, or changes
of trustees and when this is subject to the approval of the company, changes
in the fund management arrangements.
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23.
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Major changes in employee share schemes and the allocation of executive
share options.
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24.
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Formulation of policy regarding charitable donations.
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25.
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Political donations (Subject to advance Shareholder approval).
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26.
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Prosecution, defence or settlement of litigation being material to the
interest of the company.
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27.*
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Internal Control and Risk Management Systems.
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28.
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Social, Ethical, Environmental and Health & Safety policies.
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29.
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Directors’ & Officers’ liability insurance.
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Items marked * are not considered suitable for delegation
to a Committee of the Board or, if they are the responsibility of the
Audit, Remuneration or Nominations Committee, the final decision is required
to be taken by the Board as a whole.
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