Matters reserved for the Board
1. Strategy and management
1.1 Responsibility for the overall leadership of the Group
1.2 Approval of the Group’s long term objectives and the commercial strategy.
1.3 Approval of the annual budget, forecasts and any material changes to either of them
1.4 Oversight of the Group’s operations ensuring competent and prudent management, sound planning, adequate systems of internal control and risk management, adequate accounting and other records, and compliance with statutory and regulatory obligations.
1.5 Review of management and the Group's performance in the light of the Group’s strategy, objectives, business plans, budgets and forecasts and ensuring that any necessary corrective action is taken.
1.6 Extension of the Group’s activities into new business or geographic areas.
2. Structure and capital
2.1 Changes relating to the Group’s capital structure including reduction of capital, share issues (except under employee or non-employee share plans) and share buy backs.
2.2 The issue of any debentures or loan capital of any value.
2.3 Major changes to the Group’s corporate structure.
2.4 Changes to the Group’s senior management and control structure.
2.5 Any changes to the Group’s listing
3. Financial reporting and controls
3.1 Approval of the preliminary announcement of the final results, interims and and Trading Updates.
3.2 Approval of the annual report and accounts, and the half-yearly 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 on the recommendation of the Audit Committee.
3.6 Approval of treasury policy, major funding initiatives and matters requiring Board approval under that policy, and any other borrowing or raising of money.
3.7 Approval of any significant tax management schemes/issues.
4. Internal controls and risk management
Ensuring maintenance of sound risk management and internal control systems
5. Contracts and investments
5.1 Approval of major capital projects above €2 million per transaction and oversight over execution and delivery.
5.2 Approval of property acquisitions and sales (including acquisitions and sales of property-owning vehicles and entry into options over land and/or property) in relation to amounts in excess of €2 million
5.3 Contracts not in the ordinary course of business above €2 million in total revenue or expenditure
5.4 Major investments or divestments, including the acquisition or disposal of interests of more than 50 per cent of the voting shares of any company or the making of any takeover offer or any acquisition of shares in a company that would require a takeover offer to be made in respect of that company.
6.1 Ensure a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
6.2 Approval of resolutions and corresponding documentation to be put to shareholders at a general meeting.
6.3 Approval of all circulars and prospectuses
6.4 Approval of press releases concerning matters decided by the Board.
7. Board membership and other appointments
7.1 Changes to the structure, size and composition of the Board, following recommendations from the Nomination Committee.
7.2 Ensuring adequate succession plans are in place for the Board and senior management.
7.3 Appointments to the Board, following recommendations from the Nomination Committee.
7.4 Selection of the Chairman of the Board, and Managing Director
7.5 Membership and Chairmanship of Board committees.
7.6 Continuation in office of directors at the end of their term of office, when they are to be re-elected by shareholders at the AGM and otherwise as appropriate, following recommendations from the Nomination Committee.
7.7 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 law and their service contract), following recommendations from the Nomination Committee.
7.8 Appointment or removal of the Company Secretary.
7.9 Appointment or reappointment of the external auditor to be put to shareholders for approval, or removal, following recommendations of the Audit Committee.
8.1 Determining the remuneration of the non-executive directors, subject to the Articles of Incorporation and shareholder approval as appropriate.
8.2 The introduction of new employee or non-employee share-based remuneration schemes and share incentive plans or major changes to existing schemes and plans, to be put to shareholders for approval, following recommendations from the Remuneration Committee.
9. Delegation of Authority
9.1 Approval of the division of responsibilities between the Chairman, and the managing director
9.2 Approval of terms of reference of Board committees.
9.3 Receiving minutes and reports from Board committees on their activities.
10. Corporate governance matters
10.1 Determining the independence of directors.
10.2 Review of the Group’s overall corporate governance arrangements.
10.3 Determining changes to the Articles of Incorporation and other constitutional documents.
10.4 Authorising conflicts of interest where permitted by the Articles of Incorporation
Approval of policies, including:
• Code of practice on share dealing
• Communications policy, including procedures for the release of price sensitive information
• Corporate social responsibility policy
• Ethical code of conduct
• Health, safety and welfare policy
• Environment policy
12. Other Matters
12.1 Approval of the appointment of the Group’s principal professional advisers.
12.2 Prosecution, defence or settlement of litigation material to the interests of the Group.
12.3 Approval of the level of Directors and Officers’ liability insurance.
12.4 Major changes to the rules of the Group’s pension scheme, if any
12.5 Approval of authorised signatories mandates.
12.6 Other matters which are from time to time determined to be issues reserved specifically for Board decision and minuted accordingly.
12.7 Receive reports and recommendations from time to time on any matter which the Board considers significant to the Group.
12.8 Any amendment to this schedule of matters reserved for Board decisions.