Blue Diamond

Matters Reserved for the Board

DECEMBER 2015

SCHEDULE OF MATTERS RESERVED TO THE BOARD

BLUE DIAMOND LTD

 

The following matters are reserved to the Board for its decision:

 

GROUP STRATEGY

  1. Overall Group strategy and corporate vision, setting standards and creating a high-performance culture that maximises value creation and minimises risk
  2. Creation, acquisition or disposal of corporate entities or assets that are material to the Group
  3. Extension of the Group’s activities into new business or geographic areas

 

CORPORATE STATUS

  1. Any changes to the Company’s status a private limited liability company
  2. Announcements to shareholders or those required by law or any regulatory authority (including current trading and dividend payments) and matters to be brought to the AGM
  3. Any matters materially affecting the Group’s reputation, including environmental, health and safety, employee relations, supplier relationships and food hygiene

 

FINANCE 

  1. Annual and interim reports and financial statements to shareholders
  2. Significant changes in accounting policy
  3. Group capital structure, including debt and equity 
  4. Dividend policy
  5. Approval of the annual budget 
  6. Approval of the annual dividend
  7. Capital projects and expenditure in the approved annual budget greater than £0.5m
  8. Capital projects and expenditure not in the approved annual budget greater than £0.25m
  9. Contracts over one year and greater than £0.25m
  10. Group treasury and borrowing policies 
  11. Approval of property leases and changes thereto

 

RISK MANAGEMENT, INTERNAL CONTROL AND AUDIT 

  1. The nature and extent of the significant risks the Group is willing to take in achieving its strategic objectives. Safeguarding of Group assets to enhance over time the value of shareholders’ investment by identifying, evaluation and managing specific risks
  2. Appointment, reappointment or removal of External Auditors

 

LEGAL

  1. Company’s Memorandum and Articles of Association
  2. Material litigation and legal/regulatory compliance
  3. Allotment and repurchase of shares and the grant of employee share options
  4. Director share dealing
  5. Approval of new investors

 

MANAGEMENT AND REMUNERATION

  1. Changes to the Board structure, composition and size, taking account of its succession requirements (including appointments and removals to the Board and succession planning for senior management)
  2. Group remuneration policy, including reward policy and framework, employee bonus and share schemes, conditions of employment and pension scheme
  3. Appointments or removals to the Board of Blue Diamond Ltd