Board Committee

Schedule of matters reserved to the Board and its committees

MANAGEMENT STRUCTURE AND APPOINTMENTS

  1. Senior management responsibilities
  2. Board and other senior management appointments and removals
  3. Board and other senior management succession, training, development and appraisal
  4. Appointment or removal of Company Secretary
  5. Appointment or removal of Internal Auditor
  6. Remuneration, contracts, grants of options and incentive arrangements for senior management
  7. Delegation of the Board's powers
  8. Agreeing membership and terms of reference of board committees and task forces
  9. Establishment of managerial authority limits for smaller transactions
  10. Matters referred to the Board by the board committees

STRATEGIC/POLICY CONSIDERATIONS

  1. Business strategy
  2. Diversification/retrenchment policy
  3. Specific risk management policies inbcluding insurance, hedging, borrowing limits and corporate security
  4. Agreement of codes of ethics and business practices
  5. Receipt and review of regular reports on internal controls
  6. Annual assessment of significant risks and effectiveness of internal controls
  7. Calling of shareholders' meetings
  8. Avoidance of wrongful or fraudulent trading
Transactions
  1. Transactions which are notifiable under the AIM Rules
  2. Substantial commitments including:
    • Pension funding
    • Contracts in excess of one year's duration (other than those entered into in the normal course of the Company's business giving security over significant group assets (including mortgages and charges ovber the group's property)
    • Contracts not in the ordinary course of business
    • Actions or transactions where they may be doubt over propriety
    • Approval of certain announcements, prospectuses, circulars and similar documents
    • Disclosure of directors' interests
    • Transactions with directors and other related parties
Finance
  1. Raising new capital and confirmation of major financing facilities
  2. Treasury polices including foreign currency and interest exposure
  3. Discussion of any proposed qualification to the accounts
  4. Final approval of annual and interim reports and accounts and accounting policies
  5. Appointment/proposal of auidtors
  6. Charitable and political donations
  7. Approval and recommendation of dividends
  8. Approval before each year starts of operating budgets for the year and periodic review during the year
General
  1. Governance of Company pension schemes and appointment of company nominees as trustees
  2. Allotment, calls or forfeiture of shares