Management structure and appointments
- Senior management responsibilities
- Board and other senior management appointments or removals
- Board and senior management succession, training, development and appraisal
- Appointment or removal of Company Secretary
- Appointment or removal of internal auditor
- Remuneration, contracts, grants of options and incentive arrangements for senior management
- Delegation of the board’s powers
- Agreeing membership and terms of reference of board committees and task forces
- Establishment of managerial authority limits for smaller transactions
- Matters referred to the board by the board committees
Strategic/policy considerations
- Business strategy
- Diversification/retrenchment policy
- Specific risk management policies including insurance, hedging, borrowing limits and corporate security
- Agreement of codes of ethics and business practices
- Receipt and review of regular reports on internal controls
- Annual assessment of significant risks and effectiveness of internal controls
- Calling of shareholders’ meetings
- Avoidance of wrongful of fraudulent trading
Transactions
- Acquisitions and disposals of subsidiaries or other assets over, say, 5% of net assets/profits.
- Investment and other capital projects over a similar level
- Substantial commitments including:
- Pension funding
- Contracts in excess of one year’s duration
- Giving security over significant group assets (including mortgages and charges over the group’s property)
- Contracts not in the ordinary course of business
- Actions or transactions where there may be doubt over propriety
- Approval of certain announcements, prospectuses, circulars and similar documents
- Disclosure of directors’ interests
- Transactions with directors or other related parties
Finance
- Raising new capital and confirmation of major financing facilities
- Treasury policies including foreign currency and interest rate exposure
- Discussion of any proposed qualification to the accounts
- Final approval of annual and interim reports and accounts and accounting policies
- Appointment/proposal of auditors
- Charitable and political donations
- Approval and recommendation of dividends
- Approval before each year starts of operating budgets for the year and periodic review during the year
General
- Governance of company pension schemes and appointment of company nominees as trustees
- Allotment, calls or forfeiture of shares
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