Howden Joinery Group Plc
Schedule of Matters Reserved for the Board
Last approved: 3 November 2022
1. | Strategy and management |
| 1.1 | Responsibility for the overall leadership of the Group and the establishment of the Group's purpose, values, objectives and standards and monitoring the Group’s culture and promoting the alignment of culture with purpose, values and strategy. |
| 1.2 | Approval of the Group’s strategic aims and objectives and ensuring that necessary resources are in place for the Group to meet its objectives and measure performance against them. |
| 1.3 | Assessing the basis over which the Group generates and preserves value over the long term, considering and addressing opportunities and risks to the future success of the business model and the Group’s governance |
| 1.4 | Approval of the business plan, annual operating and capital expenditure budgets and any material changes to them and monitoring their implementation. |
| 1.5 | Oversight of the Group’s operations ensuring: |
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| 1.6 | Reviewing performance in light of the Group’s strategy, objectives, business plans, budgets, culture and major shareholders’ views, ensuring that any necessary corrective action is taken by management. |
| 1.7 | Extension of the Group’s activities into new business or geographic areas. |
| 1.8 | Any decision to cease to operate all or any material part of the Group’s business. |
2. | Corporate 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. |
3. | 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 | * With advice from the audit committee, ensuring the Company’s annual report and accounts and half-yearly report are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. |
| 3.4 | * With advice from the audit committee, considering whether it is appropriate to adopt the going concern basis of accounting in preparing annual and half-year financial statements, and the Company’s ability to continue to do so, and reporting accordingly. |
| 3.5 | * With advice from the audit committee, assessing the prospects of the Company (and choosing the period over which to do so) and considering whether the board can reasonably expect the Company to be able to continue in operation and meet its liabilities as they fall due over the period of their assessment and reporting accordingly in the annual report. |
| 3.6 | * Approval of the dividend policy. |
| 3.7 | * Declaration of the interim dividend, special dividends or other shareholder returns, and recommendation of the final dividend. |
| 3.8 | * Approval of any significant changes in accounting policies or practices. |
| 3.9 | Approval of treasury policies including foreign currency exposure and the use of financial derivatives. |
4. | Audit, internal controls and risk management |
| 4.1 | Ensuring maintenance of a sound system of internal control and risk management including: |
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| 4.2 | * Establishing formal and transparent policies and procedures to ensure the independence and effectiveness of the Group’s internal and external audit functions and the integrity of the financial and narrative statements. |
| 4.3 | * Overseeing the audit committee and ensuring that the committee as a whole and its members have the relevant competencies. |
5. | Contracts |
| 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. | Communication |
| 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. |
| 6.5 | * Ensuring all price-sensitive public records and reports to regulators issued by the Company are fair, balanced and understandable. |
7. | Board membership and other appointments |
| 7.1 | * Overseeing the nomination committee, which leads the process for board appointments, ensures plans are in place for orderly succession to the board and senior management positions, and oversees the development of a diverse pipeline for succession. |
| 7.2 | * Changes to the structure, size and composition of the Board, following recommendations from the Nominations Committee. |
| 7.3 | * 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. |
| 7.4 | * Appointments to the Board, following recommendations by the Nominations Committee. |
| 7.5 | * Selection of the Chair of the Board and the Chief Executive. |
| 7.6 | * Appointment of the Senior Independent Director to provide a sounding board for the Chair and to serve as intermediary for the other Directors when necessary. |
| 7.7 | * Membership and chairpersons of Board committees following recommendations from the Nominations Committee. |
| 7.8 | * 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. |
| 7.9 | * 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. |
| 7.10 | * Appointment or removal of the Company Secretary. |
| 7.11 | * 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. | Remuneration |
| 8.1 | * Overseeing the remuneration committee, which is responsible for determining the policy for executive director remuneration and setting remuneration for the chair, executive directors and senior management. |
| 8.2 | On the recommendation of the Remuneration Committee, establishing a formal and transparent procedure for determining the remuneration policy for the Chair, Executive Directors, the Company Secretary and other senior managers. |
| 8.3 | On the recommendation of the Chair and Chief Executive, determining the remuneration of the Non-Executive Directors (excluding the Chair), subject to the articles of association and shareholder approval as appropriate. |
| 8.4 | * The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval. |
9. | Delegation of authority |
| 9.1 | * The division of responsibilities between the Chair and the Chief Executive. |
| 9.2 | * Establishing Board committees and approving their terms of reference, and approving material changes thereto. |
| 9.3 | * Receiving updates on Board committee activities from the committee chairs. |
10. | 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 and considering whether or not to approve Directors’ external appointments. |
| 10.3 | * Ensuring an effective engagement strategy with, and encouraging participation from, shareholders, the workforce and other key stakeholders and keeping engagement mechanisms under review. |
| 10.4 | * Considering the balance of interests between shareholders, employees, customers, the community and the Company’s other stakeholders and describe in the annual report how their interests and matters set out in section 172 of the Companies Act 2006 have been considered in Board discussions and decision-making. |
| 10.5 | * Assessing and monitoring the Group’s culture and where there is dissatisfaction that policy, practices or behaviour in the business align with the purpose, values and strategy, seek assurance that management has taken corrective action. |
| 10.6 | Reviewing the Group’s overall corporate governance arrangements and Group policies. |
| 10.7 | Ensuring workforce policies and practices are consistent with the Company’s values and support the long-term sustainable success of the business, with advice from the Remuneration Committee. |
| 10.8 | Ensuring effective workforce engagement mechanisms are in place across the business to enable the Board to understand the views of the workforce, such mechanisms to be kept under review to ensure they remain effective. |
| 10.9 | * Receiving reports on the views of the Company’s major shareholders about governance and performance against the strategy, to ensure the Board as a whole has a clear understanding of shareholder views. |
| 10.10 | Authorising conflicts of interest where permitted by the Company’s articles of association. |
| 10.11 | Approving the Company’s slavery and human trafficking statement under the Modern Slavery Act 2015 and any other statement required by law to be approved by the Board. |
11. | Other |
| 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 UK Corporate Governance Code they are the responsibility of a committee (Audit / Remuneration / Nominations) with a final decision taken by the Board as a whole.
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