Howden Joinery Group Plc

Schedule of Matters Reserved for the Board

Last approved: 19 January 2017


Strategy and management

1.1 Responsibility for the overall leadership of the Group and setting the Group's values and standards.
1.2 Approval of the Group's strategic aims and objectives.
1.3 Approval of the annual operating and capital expenditure budgets and any material changes to them.
1.4 Oversight of the Group's operations ensuring:
  • competent and prudent management
  • sound planning
  • maintenance of sound management and internal control systems
  • adequate accounting and other records
  • compliance with statutory and regulatory obligations.
1.5 Review of performance in 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 business or geographic areas.
1.7 Any decision to cease to operate all or any material part of the Group's business.


Structure and capital

2.1 Changes relating to the Group's capital structure including reduction of capital, share issues (except under employee share plans), share buy backs (including the use of treasury shares).
2.2 Major changes to the Group's corporate structure, including, but not limited to acquisitions and disposals of shares which are material relative to the size of the Group in question (taking into account initial and deferred consideration).
2.3 Changes to the Group's management and control structure.
2.4 Any changes to the Company's listing or its status as a plc.


Financial reporting and controls

3.1 * Approval of the half-yearly report, interim management statements and any preliminary announcement of the final results.
3.2 * Approval of the annual report and accounts, including the strategic report, corporate governance and  Committee reports, and any statements made therein on behalf of the Board.
3.3 * Approval of the dividend policy.
3.4 * Declaration of the interim dividend, special dividends or other shareholder returns, and recommendation of the final dividend.
3.5 * Approval of any significant changes in accounting policies or practices.
3.6 Approval of treasury policies including foreign currency exposure and the use of financial derivatives.


Internal controls and risk management

4.1 Ensuring maintenance of a sound system of internal control and risk management including:
  • approving the Group's risk appetite statements and reviewing the risk register on at least an annual basis
  • receiving reports on, and reviewing the effectiveness of, the Group's risk and control processes to support its strategy and objectives
  • approving procedures for the detection of fraud and the prevention of bribery
  • undertaking an annual assessment of these processes
  • approving an appropriate statement for inclusion in the annual report.



5.1 Approval of major capital projects above £5m and oversight over execution and delivery.
5.2 Contracts which are material strategically or by reason of size, entered into by the Company or any subsidiary.
5.3 Major investments including the making of any takeover offer.



6.1 Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
6.2 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
6.3 * Approval of all circulars, prospectuses and listing particulars.
6.4 *Approval of press releases concerning matters decided by the Board.


Board membership and other appointments

7.1 * Changes to the structure, size and composition of the Board, following recommendations from the Nominations Committee.
7.2 * Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience within the Company and on the Board.
7.3 * Appointments to the Board, following recommendations by the Nominations Committee.
7.4 * Selection of the Chairman of the Board and the Chief Executive.
7.5 * Appointment of the Senior Independent Director to provide a sounding board for the Chairman and to serve as intermediary for the other Directors when necessary.
7.6 * Membership and chairmanship of Board committees following recommendations from the Nominations Committee.
7.7 * 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.
7.8 * Continuation in office of any Director at any time, including the suspension or termination of service of an Executive Director as an employee of the Company, subject to the law and their service contract.
7.9 * Appointment or removal of the Company Secretary.
7.10 * Appointment, reappointment or removal of the external auditor to be put to shareholders for approval in general meeting, following the recommendation of the Audit Committee.



8.1 On the recommendation of the Remuneration Committee, determining the remuneration policy for the Executive Directors, Company Secretary and other senior executives.
8.2 On the recommendation of the Chairman and Chief Executive, determining the remuneration of the Non-Executive Directors (excluding the Chairman), 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, to be put to shareholders for approval.


Delegation of authority

9.1 * The division of responsibilities between the Chairman and the Chief Executive.
9.2 * Establishing Board committees and approving their terms of reference, and approving material changes thereto.
9.3 * Receiving reports from Board committees on their activities.


Corporate governance matters

10.1 * Undertaking a formal and rigorous annual review of its own performance, that of its committees and individual Directors, and the division of responsibilities, using external facilitators at least once every three years.
10.2 * Determining the independence of Non-Executive Directors in light of their character, judgment and relationships.
10.3 * Considering the balance of interests between shareholders, employees, customers and the community.
10.4 Review of the Group's overall corporate governance arrangements and Group policies.
10.5 * Receiving reports on the views of the Company's shareholders to ensure that they are communicated to the Board as a whole.
10.6 Authorising conflicts of interest where permitted by the Company's articles of association.



11.1 The making of political donations.
11.2 Approval of the appointment of the Group's principal professional advisers.
11.3 Major changes to the rules of the Group's pension scheme.
11.4 Any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.

Those items marked * are not considered suitable for delegation to a committee due to Companies Act requirements or because under the Combined Code they are the responsibility of a committee (Audit/Remuneration/Nominations) with a final decision taken by the Board as a whole.