Policy & Guidelines
1. Introduction
The Group Board’s
role is to:
- Provide entrepreneurial leadership of the company
within a framework of prudent and effective controls which enable risk
to be assessed and managed.
- Set the company’s strategic aims and
ensure that the necessary financial and human resources are in place
for the company to meet its objectives.
- Monitor progress towards achieving
the objectives and policies.
- Review management performance.
- Set the company’s
values and standards.
- Ensure that its obligations to shareholders
and others are understood and met.
The Board of Directors of James Cropper PLC is referred to
as the ‘Group
Board’.
The Articles of Association state that the number of directors shall
not be less than two nor more than twelve.
2. Sub-committees
Although the Group Board controls the business, it
delegates the day to day responsibility to the executive management,
ie the Executive Committee.
The Group Board also delegates specific tasks
to the following sub-committees:
- Nominations Committee
- Audit Committee
- Remuneration Committee
The Group Board receives recommendations from the sub-committees and
the final decision is taken by the Group Board.
3. Meetings
The Group Board should meet regularly, normally four 2-day meetings per
year, with prepared agendas of items for discussion. A quorum of at
least two directors is required for a board meeting. The Company Secretary
will act as secretary to the meetings and minutes of meetings are to
be recorded.
4. Urgent Issues
When, exceptionally, decisions on matters specifically reserved for the
full Board are required to be taken urgently between Board meetings,
such decisions shall be taken by a quorum of at least two directors,
including (if possible) both the Chairman and the Chief Executive,
but at least one of them, and a report of the proceedings shall be
circulated to the Board before, or at, its next meeting. Telephone
conference calls are a permissible medium for Board meetings to be
conducted.
5. Matters Reserved for the Board
There are a number of matters which are required to be or, in the interests
of the Company, should only be taken by the Group Board, viz:
(i) Structure
and capital
- Changes relating to the Group’s capital
structure, including share issues.
- Approval of all circulars and listing
particulars to the financial markets.
- Major changes to the Group’s
corporate structure.
- Any changes to the company’s listing or
its status as a plc.
- Acquisitions, disposals and investments.
- Approval
of treasury policies and bank borrowing facilities.
(ii) Strategy
- Responsible
for determining the long term objectives and commercial strategy of
the Group.
- Responsible for the overall management of the
Group and ensuring the Company’s organisational structure is
appropriate for the chosen strategies.
- Setting the values and standards
for the Group.
- Approval of policies relating to health and
safety, environment, treasury, and corporate social responsibility.
(iii) Management
- Ensure
maintenance of sound systems of internal control and risk management.
- Major
changes in the rules of the company pension schemes.
- Political donations.
- Receiving reports from Board
sub-committees and discussing their recommendations.
(iv) Financial
reporting and controls
- Approval of preliminary
announcements of interim and final results.
- Approval of press releases
concerning matters decided by the Group Board.
- Approval of Annual Report
and Accounts.
- Approval of the dividend policy.
- Declaration
of the interim dividend and recommendation of the final dividend.
- Approval
of significant changes in accounting policies or practices.
- Approval
of annual operating and capital expenditure budgets.
- Approval of capital
projects in excess of £500,000 for budgeted
items and £250,000 for unbudgeted items.
- Approval of Financial
Control Reports on major capital project overspends/non compliance
of targets.
- Remuneration, appointment or removal of auditors.
(v) Board membership
and Board Committees
- Board appointments and
removals.
- Succession planning for the board.
- Remuneration
of directors, subject to shareholder approval as appropriate.
- Terms
of reference and membership of board committees.
- Terms of reference
of Chairman, executive directors and non-executive directors.
- Appointment
or removal of Company Secretary.
- Appointments to boards of subsidiaries.
(vi)
Corporate Governance
- Undertake annual reviews
of Board and sub-committee performance, and the performance of individual
directors.
- Approval of the Group’s corporate governance policies
and procedures.
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