Schedule of matters to be reserved for approval by the board
Companies act requirements
- Approval of interim and final financial statements, (final approval of any minor changes to be delegated to the finance committee of the board). *
- Approval of the interim dividend and recommendation of the final dividend (final approval of any minor changes to be delegated to the finance committee of the board). *
- Approval of any significant change in accounting policies or practices. *
- Appointment or removal of company secretary. *
- Remuneration of auditors and recommendations for appointment or removal of auditors. *
- Approval of all circulars to shareholders and listing particulars. *
- Approval of press releases concerning matters decided by the board. *
- Approval of the group's commercial strategy and the annual operating budget. †
- Changes relating to the group's capital structure.
- Terms and conditions of employment for group directors. *
- Changes to the group's management and control structure. †
Board membership and Board committees
- Board appointments and removals. *
- Terms of reference of chairman, chief executive and other executive directors. *
- Terms of reference and membership of board committees. *
- Capital expenditure exceeding £100,000 or disposals of capital assets with a net book value exceeding £100,000. †
- Material contracts of the company or any subsidiary in the ordinary course of business. †
- Contracts of the company or any subsidiary not in the ordinary course of business. †
- Major investments, including the acquisition or disposal of interests or more than 5% in the voting shares of any company or the making of any take-over bid. †
- Group risk management strategy. †
- Group treasury policies (including foreign exchange exposures). †
- Maintenance of a sound system of internal control within the group, including a review, at least annually, of the effectiveness of the system of internal control. †
- Major changes in the rules of the company pension schemes or changes of trustee. †
- Major changes in employee share schemes. †
- Political donations. †
- Items marked * are not suitable for delegation to a committee of the board because of Companies Act or Combined Code requirements.
- Items marked † do not apply to N B Holdings Guernsey Limited, N B Insurance Guernsey Limited, Nochester Holdings, N B Finance, Oxendale and Company Limited or any other group company which is not located, managed and controlled within the UK.
- In exceptional circumstances, where a decision is required to be made by the board at its next meeting, it may be made by written resolution of all the directors.
Approved by the Board of directors on 2 March 2000.
Issued : 3 April 2000
Amended: 9 October 2002