Board procedures/responsibilities

The Board meets regularly, including away days, to review the strategy of the Group. The schedule of matters specifically reserved to it for decision include: determining the strategy and control of the Group; amendments to the structure and capital of the Group; approval of financial reporting and controls; oversight of the Group’s internal controls; approval of capital and revenue expenditure of a significant size; acquisitions, disposals and share dealings; Board membership and appointments; approval of remuneration of Directors and certain senior management; corporate governance matters; and approval of Group policies and risk management strategies.

The division of responsibilities between the Chairman and Chief Executive is clearly established and has been agreed by the Board.

All Directors have access to the advice and services of the Company Secretary and all Directors can take independent professional advice, if necessary, at the Company’s expense. No such advice was sought by any Director during the year.

The Company Secretary is responsible for ensuring Board procedures are followed including the formal minuting of any unresolved concerns that Directors may have in connection with the operation of the Company. During the year, there were no such unresolved issues.

The Terms of Reference for the Board and its Committees are available for inspection on the Group’s website and will be available at the AGM.