Board

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. *

Stock exchange

  • Approval of all circulars to shareholders and listing particulars. *
  • Approval of press releases concerning matters decided by the board. *

Management

  • 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. *

Corporate governance

  • 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. †

Miscellaneous

  • Major changes in the rules of the company pension schemes or changes of trustee. †
  • Major changes in employee share schemes. †
  • Political donations. †

Notes

  • 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

Audit committee

Terms of reference - Audit committee

Membership

  • The committee shall comprise the non-executive directors of the company (with a minimum of three members), a majority of whom shall be independent (as determined by the Board of Directors).
  • A quorum shall be three members (or, if there are only three members of the committee, a quorum shall be two members).
  • The chairman of the committee ("the Chairman") shall be appointed by the Board of Directors.
  • All members of the committee shall be appointed for an initial term of three years, after which their appointments may be subject to annual rotation or re-confirmation as the Board of Directors may determine.

Meetings

  • The agenda for committee meetings shall be circulated at least 7 days before each meeting to members of the committee and also to the company's Finance Director, External Auditors and Internal Auditors. The Finance Director, External Auditors and Internal Auditors shall have the right to speak at any committee meeting and may be requested to do so by the Chairman.
  • The Chairman shall call a meeting of the committee at the request of any member of the Board, the Finance Director, the External Auditors or the Internal Auditors, or at his own instigation.
  • The Chairman shall make available to members of the committee any information as considered necessary for the purpose of any discussion at that meeting.
  • The Company Secretary of the company shall be the secretary of the committee, and shall attend meetings in this capacity.
  • The committee shall meet at least twice a year, and in particular shall meet to consider the half year and annual results of the company before their submission to the Board of Directors.

Authority

  • The committee is authorised to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee of the group and all employees shall co-operate with any request made by the committee.
  • The committee is authorised to obtain either internal or external professional advice and to secure the attendance of other persons with relevant experience and expertise if it considers this necessary.
  • The committee shall have no executive powers with respect to any activity within its terms of reference.

Responsibilities

The responsibilities of the committee are as follows:

  • To consider the appointment of the External Auditor, the audit fee, and any questions of resignation or dismissal;
  • To discuss with the External Auditor, before the audit commences, the nature and scope of the audit;
  • To review the half year and annual results and financial statements before submission to the Board, focusing particularly on:
    • Any changes in accounting policies and practices
    • Major judgemental areas
    • Significant adjustments resulting from the audit
    • The going concern assumption
    • Compliance with accounting standards
    • Compliance with Stock Exchange and legal requirements
  • To discuss problems and reservations arising from the interim and final external audit visits, and any matters the External Auditor may wish to discuss (in the absence of management where necessary);
  • To review the External Auditor's management letter and management response;
  • To review the cost effectiveness of the External Auditors, their independence and objectivity, and the nature and extent of any non-audit services provided (seeking to balance objectivity and value for money);
  • To review the company's statement on internal control systems prior to endorsement by the Board;
  • To review the remit, authority, resources and scope of work of the Internal Auditors, to review the internal audit programme, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within the company;
  • To ensure that Internal Audit and External Audit describe their respective approaches to business risks when submitting audit plans for approval by the audit committee;
  • To consider the major findings or internal audit investigations and management's response;
  • To consider other topics, as defined from time to time by the Board.

Reporting to the Board

  • The Chairman shall report to the Board at its next meeting, issues discussed and conclusions reached by the committee.
  • The secretary shall make available minutes of all meetings of the committee and all members of the Board.

Adopted by the Board with effect from 19th October 1998

Nomination committee

Terms of reference - Nomination committee

Membership

  • The committee shall comprise the chairman of the company, the chief executive and one other non-executive director.
  • A quorum shall be two members.
  • The chairman of the committee ("the Chairman") shall be appointed by the Board and shall either be the chairman of the company or a non-executive director.
  • All members of the committee shall be appointed for an initial term of three years, after which their appointments may be subject to annual rotation or re-confirmation as the Board of directors may determine.

Meetings

  • The Chairman shall call a meeting at the request of any member of the Board or at his own instigation.
  • The Chairman shall make available to members of the committee any information considered necessary for the purpose of any discussion at a meeting.
  • The company secretary of the company shall be the secretary of the committee and shall attend meetings in this capacity.

Authority

  • The committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of other persons with relevant experience and expertise if it considers this necessary.
  • The committee shall report its findings and recommendations to the Board, but the committee itself shall have no executive powers with respect to those findings and recommendations.

Responsibilities

The responsibilities of the committee are as follows:

  • To nominate candidates for the approval of the Board to fill vacancies on the Board;
  • To consider applications for re-election to the Board from retiring directors and to recommend to the Board acceptance or otherwise of such applications, before any resolution is put to shareholders in general meeting;
  • To consider and make recommendations from time to time to the Board on the Board's composition and balance.

Reporting to the Board

  • The Chairman shall report to the Board at its next meeting, issues discussed and recommendations to be made by the committee.
  • The secretary shall make available minutes of all meetings of the committee to all members of the Board.

Adopted by the Board with effect from 17th December 1998

Remuneration committee

Terms of reference - Remuneration committee

Membership

  • The committee shall comprise the independent non-executive directors of the company (with a minimum of three members).
  • A quorum shall be three members (or, if there are only three members of the committee, a quorum shall be two members).
  • The chairman of the committee ("the Chairman") shall be appointed by the Board of Directors.
  • All members of the committee shall be appointed for an initial term of three years, after which their appointments may be subject to annual rotation or re-confirmation as the Board of Directors may determine.

Meetings

  • Executive directors shall not normally attend meetings nor shall they have the right of attendance. However, the Chief Executive may be invited to attend meetings to discuss the performance of other executive directors and make proposals as necessary.
  • The Chairman shall call a meeting at the request of any member of the Board or at his own instigation.
  • The Chairman shall make available to members of the committee any information considered necessary for the purpose of any discussion at a meeting.
  • The Company Secretary of the company shall be the secretary of the committee and shall attend meetings in this capacity.
  • Meetings shall be held at least twice a year.
  • The Chairman shall attend the annual general meeting of the company and shall assist in answering questions put to the Board by shareholders on directors' remuneration or any other aspect of the remuneration report contained in the company's annual report or other relevant issue.

Authority

  • The committee is authorised by the board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee of the group and all employees shall co-operate with any request made by the committee.
  • The committee is authorised by the board to obtain either internal or external professional advice. Persons other than members of the committee may attend meetings of the committee if the Chairman considers this necessary.

Responsibilities

The responsibilities of the committee are as follows:

  • To review and make recommendations to the board concerning matters of group policy on the remuneration of executive directors of the company, executive directors of other group companies and other senior management within the group.
  • To review and determine the specific remuneration packages, and any proposed changes, for each of the executive directors of the company and executive directors of other group companies, including but not limited to:
    • Terms of employment, resignation and retirement Salaries, fees, bonuses and other forms of paid remuneration
    • Pension arrangements
    • Company cars, medical cover, life assurance and other benefits in kind
    • Share option, profit sharing and other incentive schemes
    • Early termination payments and contractual commitments
  • To review and make recommendations to the board concerning the terms of any share option, profit sharing or other share ownership incentive scheme, and any proposed changes, to be operated within the group.
  • In determining or making recommendations concerning the terms of any performance related remuneration, to follow the provisions of Schedule A of the Combined Code of the Committee on Corporate Governance (issued 25 June 1998).
  • To review and determine the processes used by the human resources management within the group, to specify the benefits and conditions of employment of senior management and to ensure best practice in regard to career appraisal and career management.
  • To ensure that the Group's principal shareholders are sufficiently advised in relation to remuneration issues as for any other matters which may be of relevance to them.
  • To prepare a draft remuneration report each year, for approval and issue by the board to shareholders, which complies with the provisions of Schedule B of the Combined Code of the Committee on Corporate Governance (issued 25 June 1998).
  • To consider other topics, as defined from time to time by the board.

Reporting to the Board

  • The Chairman shall report to the Board at its next meeting, issues discussed and recommendations to be made by the committee.
  • The secretary shall make available minutes of all meetings of the committee to all members of the Board.

Adopted by the Board with effect from 21 April 1999

CSR committee

Terms of Reference – CSR (Corporate Social Responsibility) Committee

Membership

  • The committee shall comprise two non-executive directors of the company, the Chief Executive Officer, the Company Secretary and the Ethical Trading Manager of the company.
  • A quorum shall be three members, one of whom shall be an executive director and one of whom shall be a non-executive director.
  • The Chairman of the committee (“the Chairman”) shall be appointed by the Board of Directors.
  • All members of the committee shall be appointed for an initial term of three years, after which their appointments may be subject to annual rotation or re-confirmation as the Board of Directors may determine.

Meetings

  • The agenda for the meeting shall be circulated at least 7 days before each meeting to the members of the committee.
  • The Chairman shall call a meeting at the request of a board member or at his/her own instigation.
  • The Chairman and Ethical Trading Manager shall make available to members of the committee any information deemed as necessary for the purpose of discussion at the meeting.
  • The company secretary shall be the secretary of the committee and shall attend meetings in this capacity.
  • The committee shall meet at least two times per year and will submit their recommendations to the Board of Directors.

Authority

  • The committee is authorised to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee of the group and all employees shall co-operate with any request made by the committee.
  • The committee is authorised to obtain either internal or external professional advice and to secure the attendance of other persons with relevant experience and expertise if it considers this to be necessary.
  • The committee shall have no executive powers with respect to any activity within its terms of reference.
  • The committee may establish such sub-committees to carry out such delegated functions, and to report back to the committee, as it shall deem appropriate.

Responsibilities

The responsibilities of the committee are as follows:

  • To review and make recommendations to the board concerning matters of group policy on all areas of Corporate Social Responsibility (“CSR”).
  • To review and report annually on the following areas
    • Looking after our environment
    • Ethically sourcing our products
    • Working with the community and our employees
  • To ensure that the groups shareholders and employees are sufficiently aware of the responsibilities of the committee and any progress made on work decided by the Board of Directors
  • To ensure that targets are set regarding the work of the committee and these are reported on in a SMART (Specific Measurable Achievable Relevant Timed) method
  • To update the shareholders and/or a wider audience as necessary via the annual report
  • To consider other topics as defined from time to time by the Board.

Reporting to the Board

  • The Chairman shall report to the Board at its next meeting, issues discussed and recommendations to be made by the committee.
  • The secretary shall make available minutes of all meetings of the committee and all members of the Board.