1. Strategy and Management

1.1. Responsibility for the overall management of the Group

• competent and prudent management
• sound planning
• an adequate system of internal control
• adequate accounting and other records
• compliance with statutory and regulatory obligations.

1.5. Review of performance in the light of the Group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

1.6. Extension of the Group’s activities into new business or geographic areas.

1.7. Any decision to cease to operate all or any material part of the Group’s business.

2. Structure and capital

2.1. Changes relating to the Company’s capital structure including reduction of capital, share issues (except under employee share plans), share buy backs, including the use of treasury shares.

2.2 Major changes to the Group’s corporate structure.

2.3. Changes to the Group’s operational structure.

2.4. Any changes to the Company’s listing or its status as a plc.

3. Financial reporting and controls

3.1 Approval of preliminary announcements of interim and final results and interim management statements.

3.2 Approval of the annual report and accounts and interim reports, including the corporate governance statement and remuneration report.

3.3 Approval of the dividend policy.

3.4 Declaration of the interim dividend and recommendation of the final dividend.

3.5 Approval of any significant changes in accounting policies or practices.

3.6 Approval of treasury policies, including foreign currency exposure and the

use of financial derivatives.

4. Internal controls

4.1. Ensuring maintenance of a sound system of internal control and risk management including:

• receiving reports on, and reviewing the effectiveness of, the Group’s risk and control processes to support its strategy and objectives
• undertaking an annual assessment of these processes
• approving an appropriate statement for inclusion in the annual report.

5. Contracts

5.1 Major capital projects.

5.2 Contracts which are material to the Group strategically or by reason of size, entered into by the Company (or any subsidiary) in the ordinary course of business, for example new import and distribution contracts, bank borrowings in excess of Treasury policies agreed by the board and capital expenditure in excess of limits agreed by the board.

5.3 Contracts of the Company not in the ordinary course of business, for example major acquisitions or disposals.

5.4 Major investments, including the acquisition or disposal of interests of more than (5) percent in the voting shares of any company or the making of any takeover offer.

5.5 Approval by non-interested Directors of contracts in which a director may have an interest.

6. Communication

6.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.

6.2 Approval of all circulars and listing particulars, (approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights may be delegated).

6.3 Approval of press releases concerning major matters decided by the board (approval of routine releases such as notifications of major interests in shares and of interests of directors in shares may be delegated).

7. Board membership and other appointments

7.1 Changes to the structure, size and composition of the board, following recommendations from the nomination committee. (Nomination)

7.2 Ensuring adequate succession planning for the board and senior management.

7.3 Appointments to the board, following recommendations by the nominations

committee.

7.4 Selection of the chairman of the board and the chief executive.

7.5 Appointment of the senior independent director.

7.6 Membership and chairmanship of board committees.

7.7 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.

7.8 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. (Nomination)

7.9 Appointment or removal of the company secretary.

7.10 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, through and following the recommendation of the audit committee.

8. Remuneration

8.1 Determining the remuneration policy for the directors, company secretary and other senior executives.

8.2 Determining the remuneration of the non executive directors, subject to the articles of association and shareholder approval as appropriate.

8.3 The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.

9. Delegation of Authority

9.1 The division of responsibilities between the chairman, the chief executive, which should be in writing.

9.2 Approval of terms of reference of board committees.

9.3 Receiving reports from board committees on their activities.

10. Corporate governance matters

10.1 Undertaking a formal and rigorous review of its own performance, that of its committees and individual directors.

10.2 Determining the independence of directors.

10.3 Considering the balance of interests between shareholders, employees, customers and the community.

10.4 Review of the Group’s overall corporate governance arrangements.

10.5 Receiving reports on the views of the Company’s shareholders.

11. Policies

11.1 Approval of policies, including:

• Code of Conduct
• Share dealing code
• Health and safety policy
• Environmental policy.
• Communications policy, including procedures for the release of price sensitive information.
• Corporate social responsibility policy
• Charitable donations policy
• Employee relations

12. Other

12.1 The making of donations, including political and charitable.

12.2 Approval of the appointment of the Group’s principal professional advisers.

12.3 Prosecution, defence or settlement of litigation of an amount in excess of capital expenditure limits agreed by the board or being otherwise material to the interests of the Group.

12.4 Approval of the overall levels of insurance for the Group including Directors’ & Officers’ liability insurance and indemnification of directors.

12.5 Major changes to the rules of the Group’s pension schemes or, when this is subject to the approval of the Company, changes in the fund management arrangements.

12.6 This schedule of matters reserved for board decisions.