Schedule of matters reserved for the board

Strategy and Management

  • Responsibility for the long-term success of the company and for the overall management of the Company
  • Approval of annual business plan, the Company’s long term objectives and commercial strategy.
  • Extension of the Company’s activities through its brands and products.
  • Approval of the annual operating and capital expenditure budgets and any material changes to them.
  • Responsibility for determining the nature and extent of the significant risks the Company is willing to take to achieve its strategic objectives
  • Oversight of the Group’s operations ensuring:
    • competent and prudent management
    • sound planning
    • an adequate system of internal control
    • adequate accounting and other records
    • compliance with statutory and regulatory obligations.
  • Review of performance in the light of the Company’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
  • Any decision to cease to operate all or any material part of the Company’s business.

Structure and Capital

  • Changes relating to Pittard’s capital structure including reduction of capital, share issues (except under employee share plans), share buy-backs and major debt financing.
  • Major changes to the management and control structure.
  • Establishment of sub-committees
  • Any changes to the company’s listing or its status as a Plc.

Financial Reporting and Controls

  • Approval of preliminary announcements of interim and final results.
  • Approval of the Annual Report and Accounts, including the remuneration report.
  • Declaration of any interim dividend and recommendation of the final dividend.
  • Approval of any significant changes in accounting policies or practices following recommendation by the Audit Committee.
  • Approval of treasury policies following recommendation by the Audit Committee
  • Ensuring maintenance and review of the effectiveness of a sound system of internal control and risk management processes in line with Audit Committee recommendations.
  • Approval of any capital projects exceeding £50,000 or rationalisation projects.
  • Approval of any contracts which are material strategically or by reason of size, entered into in the ordinary course of business.
  • Approval of contracts not in the ordinary course of business e.g. loans with repayment terms over one year.
  • Approval of major acquisitions or disposals of fixed assets or operations above £50,000.

Communication

  • Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
  • Approval of all circulars, prospectuses and listing particulars (other than routine documents).

Board Membership and Other Appointments

  • Changes to the structure, size and composition of the board.
  • Ensuring adequate succession planning for the board and senior management.
  • Appointment of non-executives to the Board
  • Appointment and removal of the Chairman of the Board.
  • Membership and Chairmanship of board committees.
  • Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate.
  • Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the Company, subject to the law and their service contract.
  • Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following recommendation by the Audit Committee.

Remuneration

  • Determining the remuneration of executive directors following recommendation by the Remuneration Committee.
  • Determining the remuneration of the non-executive directors, subject to the articles of association and shareholder approval as appropriate. The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.

Delegation of Authority

  • Identifying the division of responsibilities between the chief executive and other executive directors.
  • Approval of terms of reference of board committees.
  • Receiving reports from board committees on their activities.

Corporate Governance

  • Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual directors.
  • Determining the independence of non-executive directors.
  • Considering the balance of interests between shareholders, employees, customers and the community.
  • Review of the Company’s overall corporate governance arrangements.
  • Receiving reports on the views of the company’s shareholders.

Policies

  • Approval of corporate policies, guidelines and procedures where the Board has overarching responsibility for ensuring compliance with statutory and regulatory obligations including (but not limited to) human resources, health and safety, environmental and corporate social responsibility.

Other

  • Approval of the level of Directors’ & Officers’ liability insurance.
  • Settlement of litigation over £50,000
  • Major changes to the rules of the Company’s pension schemes.
  • Appointment of the company’s registrars.
  • This schedule of matters reserved for the board.