Matters reserved for the Board:
Responsibility for the overall management of the Company and its subsidiaries (the “Group”)
Review and approve the Group strategy
Review and approve the business model and assumptions
Set annual operating budgets including capital expenditure
Review and approve Annual Report and Accounts and Interim Results
Review and approve all material regulatory releases
Supervise Annual General Meeting of Shareholders and approve all related documents
Review and approve all equity allotments under authority provided by shareholders
Review and approve capital raising (either debt or equity based)
Review and approve share option grants and exercise requests
Set executive compensation and performance criteria
Approve the appointment of external advisers
Set the risk tolerance and ensure the control environment is appropriate
Risk management strategy and internal control arrangements
Appointment or removal of the Company Secretary
Major changes to the Group’s corporate structure
Changes to the Group’s management and control structure
Any changes to the Company’s listing or its status as a plc
Changes to the structure, size and composition of the Board
Terms of reference and membership of board committees
Receiving reports from board committees on their activities
Approval of any significant changes in accounting policies or practices;
Remuneration of the auditors and recommendations for removal or appointment of auditors
Appointment or removal of the internal auditor, following the committee recommendation
Approval of dividend policy
Approval of the interim dividend and recommendation to shareholders of final dividend
Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting
Matters reserved for Management:
Execute day to day operational matters
Develop and recommend Group strategy
Preparation of business model and annual operating budgets
Establish tactical goals and objectives for employees to achieve the approved strategy
Execution of commercial agreements with customers and vendors
Day to day management of income and expenditure within the annual operating budget
Analysis of industry trends and their impact on the Group’s business activities
Creation and maintenance of intellectual property
Product development in light of industry trends, customer needs and competitive landscape
Management of marketing initiatives related to the Group and the Group’s products
Investor presentations and corporate communications
Prepare and approve all non-financial regulatory releases
Coordinate and execute capital raising activities approved by the Board
Recommend employee compensation including share option and cash-based incentives within the scope of the annual operating budget
Execute financial matters within budgetary limits previously approved by the Board
Last updated: 4 May 2012
