Role of the board

1. Strategy and management

1.1 Responsibility for the overall management and operations of the group.

1.2 Approval of the group’s long-term objectives and commercial strategy.

1.3 Approval of the annual operating and capital expenditure budgets.

1.4 Approval of any material increase to the budgeted capital and operating expenditure relating to capital projects in excess of £100,000.

1.5 Review of performance in the light of the group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

1.6 Extension of the group’s activities into new material business.

1.7 Any decision to cease to operate all or any material part of the group’s business.


2. Structure and capital

2.1 Changes relating to the Gattaca PLC capital structure including reduction of capital, share issues (except under employee share plans), share buy backs.

2.2 Major changes to the group’s corporate structure.

2.3 Any changes to the company’s listing or its status as a plc.

2.4 Changes to the group’s management and control structure


3. Financial reporting and controls

3.1 Approval of the half-yearly report, trading related announcements and any preliminary announcement of the final results.

3.2Approval of the annual report and accounts.

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 policies including foreign currency exposure.


4. Internal controls

4.1 Approval of risk management strategy.

4.2 Ensuring maintenance of a sound system of internal control and risk management.


5. Contracts

5.1 Contracts which are material strategically or outside the ordinary course of business or any contract which has a duration of more than three years and a value in excess of £1m annually where there are committed financial obligations placed upon the Group in excess of £250,000.

5.2 Contracts of the company or any subsidiary not in the ordinary course of business, for example loans and repayments; foreign currency transaction; property leases in each case with a value of above £500,000 or major acquisitions or disposals.

5.3 Major investments including the acquisition or disposal of disclosable interests in the share capital of any company or the making of any disclosable takeover offer or the acquisition or disposal of any interest in the share capital of any company.


6. Communications

6.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.

6.2 Approval of all shareholder circulars, prospectuses and listing particulars.

6.3 Approval of regulatory press releases concerning matters decided by the board shall be delegated to an Executive Committee of the board, but shall be sent to the board prior to release for information purposes.


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 planning for the board, including the executive director management.

7.3 Appointments to the board, following recommendations by the nomination committee.

7.4 Selection of the chairman of the board and the chief executive.

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 due to be re-elected by shareholders at the AGM and otherwise as appropriate.

7.7 Continuation in office of any director at any time, including the suspension or termination of service of any director, subject to the law and their service contract or appointment letter as the case may be.

7.8 Appointment or removal of the company secretary.

7.9 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the audit committee.

7.10 Appointments to boards of subsidiaries (delegated to an Executive Committee of the board).


8. Remuneration

8.1 Determining the remuneration policy for the directors and the company secretary, and in relation to any senior management share awards, following recommendations from the remuneration committee.

8.2 Determining the remuneration of the directors, following recommendations from the remuneration committee, subject to the articles of association and shareholder approval as appropriate.

8.3 The introduction of new share incentive plans or major changes to existing plans awards, following recommendations from the remuneration committee.

8.4 Any Compromise / Settlement Agreement with the Company’s leadership grade employees, following recommendations from the remuneration committee.


9. Delegation of authority

9.1 The division of responsibilities between the chairman, the chief executive and other executive directors, which should be in writing.

9.2 Approval of terms of reference of board committees.

9.3 Receiving reports from board committees on their activities.


10. Corporate governance matters

10.1 Undertaking a formal review annually of its own performance, that of its committees and individual directors.

10.2 Determining the independence of directors.

10.3 Review of the group’s overall corporate governance arrangements.

10.4 Receiving reports on the views of the company’s shareholders, for example from the NOMAD.


11. Policies

11.1 Approval of the following policies:

  • Dealing Code
  • Anti-Bribery & Corruption
  • Political and Charitable donations
  • Whistleblowing
  • Health and Safety
  • Corporate Social Responsibility
  • Code of Conduct
  • Equal Opportunities
  • Business Continuity
  • Modern Slavery
  • Environmental

12. Other

12.1 The making of political donations.

12.2 Approval of the appointment of the group’s principal professional advisers, being the NOMAD, Broker, Auditors and Company Solicitors.

12.3 Prosecution, defence or settlement of litigation above £250,000 or being otherwise material to the reputation or goodwill of the group.

12.4 Approval of the overall levels of insurance for the group including directors’ and officers’ liability insurance.

12.5 Implementation of, or major changes to the rules, or change of trustees, or change in the fund management arrangements to, a group / company pension scheme.

12.6 This schedule of matters reserved for board decisions.


Role of the Chairman

The Chairman and the Chief Executive collectively are responsible for the leadership of the Company. The Chairman’s primary responsibility is for leading the Board and ensuring its effectiveness whilst the Chief Executive is responsible for running the Company’s business.

The role of the Chairman includes:

Setting the Board agenda, ensuring that Directors receive accurate, timely and clear information to enable them to take sound decisions, ensuring that sufficient time is allowed for complex or contentious issues, and encouraging active engagement by all members of the Board;

Evaluating annually the performance of each Board member in his/her role as a Director, ensuring that the performance of the Board as a whole and its Committees is evaluated annually, and holding some meetings with the non-executive Directors without the executives being present;

Addressing the development needs of individual Directors to ensure that they have the skills and knowledge to fulfill their role on the Board and on Board Committees; Chairing the Nominations Committee, initiating change and planning succession in Board appointments (other than in relation to the appointment of a successor as Chairman) in accordance with procedures agreed from time to time by the Board;

Together with the Chief Executive approving annually the Group’s management development and succession plans for the Executive, and approving appointments and termination of employment of Executive Directors;
Together with the Chief Executive, providing input to the Remuneration Committee in relation to both its recommendations to the Board on the policy for the remuneration of the Executive Directors and its approval of the detailed terms of service of the Executive Directors and the Company Secretary;

Together with the Chief Executive, advising the Board in its determination of the fees of the Non-Executive Directors (other than the Chairman);

Being available to the Chief Executive to advise on matters relating to strategy and operations;


Role of the Chief Executive

The Chairman and the Chief Executive collectively are responsible for the leadership of the Company. The Chairman’s primary responsibility is for leading the Board and ensuring its effectiveness whilst the Chief Executive is responsible for running the Company’s business.

In fulfilling his executive role, the Chief Executive acts within the authority delegated to him by the Board. His specific responsibilities include:

  • Leading the members of the Executive, the Management Board and memebers of the Senior Leadership teams in the day to day running of the Group’s businesses;
  • Developing and presenting to the Board the strategy of the Group at both Group and business unit level;
  • Recommending to the Board an annual budget and medium term projections for the Group;
  • Reviewing on a monthly basis the operational performance and strategic direction of the Group’s businesses;
  • Managing the Group’s risk programmes of the businesses;
  • Together with the Chairman approving annually the Group’s management development and succession plans for the Executive, and approving appointments and termination of employment of Executive Directors;
  • Approving annually the Group’s management development and succession plans for senior management, and approving appointments and termination of employment of staff at Leadership 2 and below;
  • Together with the Chairman, briefing and obtaining the views of the Non-Executive Directors on general and specific matters;
  • Together with the Chairman,  providing input to the Remuneration Committee in relation to both its recommendations to the Board on the policy for the remuneration of the Executive Directors and its approval of the detailed terms of service of the Executive Directors and the Company Secretary;
  • Making recommendations to the Audit Committee on the appointment and termination of the Head of Corporate Audit;
  • Ensuring that an adequate programme is in place to maintain an appropriate level of contact with major shareholders and, together with the Chairman, ensuring that their views are communicated to the Board;
  • In conjunction with the Chairman (as necessary), representing the Company to customers, suppliers, government, shareholders, financial institutions and the community;
  • In conjunction with the Chief Financial Officer, with input from the Board and Executive, keeping the company’s investment story current. Presenting the results and future of the company to financial institutions, brokers, analyst's and the financial press. Working alongside our in-house broker, financial PR Agency MHP and research providers to maximise interest in the Group story;
  • Be involved with key bids, tenders and major client presentations for the Group; and
  • Attending networking events to develop high level relationships with new and existing clients.

Role of the Non-Executive

The Non-Executive Directors strengthen the Board and provide an independent viewpoint, using their experience and expertise to provide independent advice and objectivity, and they have a role in monitoring executive management. They provide outside experience of the workings of other companies and industries and should have beneficial sector contacts and experience gained in previous businesses. This should provide comfort to a company’s suppliers, Bankers and funders.

The Non-Executive Directors have letters of appointment stating their annual fee and that their appointment is subject to satisfactory performance and their re-election at forthcoming AGMs.

Their appointment may be terminated within a maximum of six months’ written notice at any time. Copies of the letters of appointment will be available for inspection prior to and during the AGM and are also available for inspection at the Company’s registered office during normal business hours.

The remuneration of the Chairman and the Non-Executive Directors is determined by the Board within the limits set out in the articles of association, including reviewing the level of fees paid by comparator companies.
The Chairman and the Non-Executive Directors do not participate in any meeting at which discussions in respect of matters relating to their own position take place.

Their specific responsibilities include:

  • To provide an independent viewpoint;
  • To contribute to the creation of a sound business plan, policy and strategy;
  • To review plans and budgets which will implement policy and strategy;
  • To act as a confidential sounding board for the CEO and to keep the focus of the CEO;
  • To objectively assess the company’s overall performance;
  • To ensure good Corporate Governance;
  • To provide outside experience of the workings of other companies and industries and should have beneficial sector contacts and experience gained in previous businesses;
  • To communicate clearly with fellow directors;
  • To exercise tact and skill to work with the executive directors, providing support and encouragement where difficult decisions are being made; and
  • To provide contacts with and/ or comfort to the company’s key clients and clients as necessary.