The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. Decisions concerning the direction and control of the business are made by the Board, which meets at least six times each year and more frequently if required. The Board has a schedule of matters reserved for its decision, including, inter alia, statutory matters; approval of financial statements and dividends; appointments and terminations of directors, officers and auditors; appointments of committees and setting of terms of reference; review and approval of group performance against budgets; approving risk management strategy and material contracts; and determining the authority levels within which management is required to operate.
To enable the Board to function effectively and directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including regular business progress reports and discussion documents regarding specific matters.
An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. This is in addition to the access that every director has to the Company Secretary, who is charged by the Board with ensuring that Board procedures are followed.