Schedule Of Matters Reserved For The Board Of Lidco Group Plc

Note: This Schedule applies to LiDCO Group Plc and its subsidiaries (‘the Group’)

No RESERVED MATTERS RELATING TO THE GROUP COMMITTEE
1.0 Board membership and other appointments
1.1 Changes to the structure, size and composition of the Board
1.2 Appointments or removals of Board directors and the Company Secretary, following recommendations by the nomination committee as appropriate. Nomination
1.3 Appointment of the Chairman, CEO, Senior Independent Director (SID), membership and chairmanship of Board Committees.
1.4 Appointments to boards of subsidiary companies following recommendations by the nomination committee, as appropriate.
1.5 Appointment, re-appointment or removal of the external auditors to be put to shareholders for approval, following the recommendation of the audit committee, including audit fee and engagement letter Audit
2.0 Remuneration
2.1 Determining the remuneration policy for the directors, Company Secretary and senior management Remuneration
2.2 Approval of new share incentive plans and major changes to existing plans, to be put to shareholders for approval Remuneration
2.3 Determining the remuneration of non-executive directors
3.0 Delegation of authority
3.1 Division of responsibilities between the chairman and the chief executive which should be in writing
3.2 Approval of terms of reference of Board Committees
3.3 Delegation of the Board’s powers to Board Committees and senior management
4.0 Corporate governance matters
4.1 Determining the independence of non-executive directors
4.2 Undertaking a formal and rigorous annual review of its own performance and that of its committees
4.3 Considering the balance of interests between shareholders, employees, customers and the community
4.4 Review of the Group’s overall governance arrangements
4.5 Receiving reports on the views of the Group’s shareholders
5.0 Strategy and management
5.1 Approval of the Group’s strategic objectives, aims, plans and commercial strategy and any changes to these
5.2 Approval of the annual budgets (including operating and capital expenditure) and any material changes to them
5.3 Extension of the Group’s activities into major/material new business or geographic areas and any decision to cease to operate all or any material part of the Group’s business
5.4 The response to any approach regarding a takeover offer for the Company
6.0 Policies
6.1 Code of conduct
6.2 Share dealing code
6.3 Employment and health and safety policies
6.4 Environmental/physical environment policy
6.5 Communications policy e.g. Press Release Procedure (including procedures for the release of price sensitive information), Social Media policy
6.6 Corporate social responsibility policy (CSR)
6.7 Charitable and political donations’ policy
6.8 Anti-bribery policy (in compliance with The Bribery Act 2010)
6.9 Whistleblowing policy
7.0 Structure and capital
7.1 Changes relating to the Group’s capital structure including reduction of capital, share issues such as a placing and share buy backs
7.2 Changes to the Group’s corporate structure
7.3 Changes to the Group’s management and control structure
7.4 Any changes to the Group’s listing or its status as a plc
8.0 Financial reporting and controls
8.1 Approval of financial statements, including preliminary and interim statements and annual reports and accounts Audit
8.2 Approval of the Strategic Report, Director’s report, Corporate Governance statement and Remuneration report Audit Remuneration
8.3 Approval of the dividend policy and declaring and recommending dividends Audit
8.4 Approval of any significant changes in accounting policies and practices Audit
8.5 Approval of treasury policies (including foreign currency exposure and the use of financial derivatives)
8.6 Approval of any changes to the limits requiring board approval in the Group’s Financial Authorities document.
8.7 Approval of capital or operating expenditures above the limits set out in the Group’s Financial Authorities document.
9.0 Internal controls
9.1 Ensuring maintenance of a sound system of internal controls and risk management including:

  • receiving reports on, and reviewing the effectiveness of, the Group’s risk and control processes to support its strategy and objectives
  • undertaking an annual assessment of these processes
  • approving an appropriate statement for inclusion in the annual report and accounts
Audit
10.0 Contracts
10.1 Contracts which are material strategically or by reason of size or potential liabilities, entered into by the Group in the ordinary course of business, for example bank borrowings and acquisitions or disposals of fixed assets (including intangible assets such as intellectual property), above the limits set out in the Group’s Financial Authorities document. (Note: the acquisition of leasehold premises or leased equipment is subject to the same limits based on the discounted present value of the projected lease payments).
10.2 Contracts of the Group not in the ordinary course of business, for example,

  • loans and repayments above the limits set out in the Group’s Financial Authorities document.
  • forward foreign currency transactions
10.03 Major investments including the acquisition or disposal of interests in companies, making of any takeover offer and participating in any joint ventures
11.0 Communication and shareholder matters
11.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting (AGM or GM)
11.2 Approval of any prospectuses, listing particulars and circulars to holders of the Group’s securities.
11.3 Approval of press releases concerning matters decided by the Board (See Press Release Procedure referred to in s. 6 above)
11.4 Recommending to shareholders

  • changes to the Memorandum & Articles of Association
  • issue of ordinary and preference shares
12.0 Other
12.1 Approval of the appointment of the Group’s principal professional advisers and nominated adviser (NOMAD) and broker
12.2 Approval of the overall levels of insurance for the Group including Directors’ & Officers’ liability insurance (and indemnification of directors)
12.3 Prosecution, defence or settlement of litigation (involving above
£100,000 or otherwise material to the interests of the Company)
12.4 Major changes to the rules of the group’s pension scheme, introduction of any new scheme or changes of trustees or [when this is subject to the approval of the company] changes in the fund management arrangements.
12.5 The making of political donations
12.6 This schedule of matters reserved for Board decisions

Note:
A ‘contract’ may be anything which has or may have a material impact on the business particularly taking into accounts any future liabilities that may arise under a contract.

Adopted by the Board September 2018

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