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 Matters reserved to the Board  


  1. Approval of the Group vision, values and overall governance framework;

  2. Approval of the Company's Annual Report, Remuneration Report and Accounts and Quarterly Financial Statements;

  3. Approval of any interim dividend and recommendation of the final dividend;

  4. Approval of Group financial policy;

  5. Approval of material capital projects, investments, acquisitions and disposals by any Group company;

  6. Approval of the Company's long-term finance plan and annual capital and revenue budget;

  7. Approval of any significant change in Group accounting policies or practices;

  8. Approval of all circulars, listing particulars, resolutions and corresponding documentation sent to shareholders;

  9. Approval of changes in the capital structure of the Company or its status as a plc and, in particular, the issue or allotment of shares in the Company otherwise than pursuant to Company approved employee share schemes;

  10. Approval of material changes to the Company's pension schemes rules, any change of Trustee or material changes to funding and management arrangements;

  11. Appointment, re-appointment and removal of the Chairman and Directors and the recommendation to shareholders of their election or re-election under the Articles of Association; the appointment and removal of the Company Secretary;

  12. Approval of the division of responsibilities between the Chairman and Chief Executive;

  13. Establishing committees of the Board, approving their terms of reference (including membership and financial authority), reviewing their activities and, where appropriate, ratifying their decisions;

  14. Recommendation to shareholders for the appointment, re-appointment or removal of the auditors;

  15. Approval of this schedule of Matters Reserved to the Board