Matters reserved for the Board
There should be a formal schedule of matters specifically reserved for the Board’s decision.
Timely Information
The board should be supplied in a timely manner with information (including regular management financial information) in a form and of a quality appropriate to enable it discharge its duties.
Internal controls review
The board should, at least annually, conduct a review of the effectiveness of the group’s system of internal controls and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls and risk management systems.
Chairman and Chief Executive
The roles of chairman and chief executive should not be exercised by the same individual or there should be a clear explanation of how other board procedures provide protection against the risks of concentration of power within the company.
Independent non executive directors
A company should have at least two independent non-executive directors (one of whom may be the Chairman) and the Board should not be dominated by one person or group of people.
Re-election
All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. The board should ensure planned and progressive refreshing of the board.
Audit Committee
The board should establish an audit committee of at least two members, who should all be independent non-executive directors.
Remuneration Committee
The board should establish a remuneration committee of at least two members, who should all be independent non-executive directors.
Nomination Committee
Recommendations for appointment to the board should be made by a nomination committee (or the Board as a whole) and should be made after due evaluation.
Dialogue with shareholders
There should be dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.
Copyright of the Quoted Companies Alliance
