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MATTERS RESERVED FOR THE APPROVAL OF THE BOARD


The following are those matters reserved to the Board of Directors of Camellia Plc for its decision.

 

STRATEGY & MANAGEMENT

  • Matters relating to the overall management of the group.  
  • Approval of the group's long-term objectives and overall strategy.  
  • Approval of the annual capital budgets, and any modifications or additions thereto with a value of £250,000 or above.  
  • Overall review of the group's operations with the aim of ensuring:
    • competent and prudent management;
    • an adequate system of internal control;
    • appropriate accounting
    • compliance with statutory and regulatory obligations including the rules of the UK Listing Authority; and
    • adherence to the group's Statement of Business Principles.
  • Review of the group's performance in relation to its strategy, objectives, business plans and budgets, and ensuring that any necessary corrective action is taken.  
  • Extension of the group's activities into new business or geographic areas.  
  • Any decision to cease to operate all or any material part of the group's business.


STRUCTURE & CAPITAL

  • Changes relating to the group's capital structure or the Company's status as a public limited company.  
  • Material changes to the group's corporate structure.  
  • Changes to the structure of the group's management and control.


FINANCIAL REPORTING & CONTROLS

  • Approval of interim financial statements and annual report and accounts, including the Directors' Report (incorporating the corporate governance statement) and the Directors' Remuneration Report.  
  • Approval of interim and recommendation of final dividends.  
  • Approval of treasury policies, including the structure and policy of group borrowings, foreign exchange exposures and banking arrangements.  
  • Approval of any significant changes in accounting policies or practices following consideration and recommendation by the Audit Committee.  
  • Appointment, reappointment or removal of the external auditors and their remuneration following a recommendation from the Audit Committee.


INTERNAL CONTROLS

  • Approval of internal (including financial) control procedures following consideration and recommendation by the Audit Committee.  
  • Through the Audit Committee, to ensure that a sound system of internal control and risk management, is maintained. This will include:
    • receiving reports on, and reviewing the effectiveness of, the group's risk and internal control processes in the light of its strategy and objectives;
    • and undertaking an annual assessment of these processes.  
  • Approving an appropriate internal control statement for inclusion in the annual report


TRANSACTIONS & CONTRACTS

  • Approval of investments and capital projects with a value of £250,000 and above, if the investment or project has not previously been considered by the Board as part of the budget approval process or if there have been material and adverse changes to the project since budget approval.  
  • Approval of contracts proposed to be entered into by the Company or any subsidiary not in the ordinary course of business where the financial commitment exceeds £150,000.  
  • Approval of contracts proposed to be entered into by any group company in the ordinary course of business with a value exceeding £3,000,000.  
  • Approval of any lease of property where payments over the life of the lease exceeds £250,000.  
  • Approval of any acquisition of any investment, asset or business by the Company or any of its subsidiaries which would involve the commencement of an activity of a different nature or character to any activity from time to time carried on by the Company or any of its subsidiaries (no matter what its value).  
  • Approval of any acquisition or disposal of any interest in equity securities by the Company or any of its subsidiaries of more than 5 per cent of the voting shares of a company or where the consideration exceeds £250,000 or the making of any takeover offer for any listed Company.  
  • Approval for the Company or any of its subsidiaries to enter into any joint venture or partnership (in whatever legal form) with any other person or group of persons (other than the Company and its subsidiaries).  
  • The consideration and, if necessary, defence against any offer to purchase the Company or a majority of its shares.  
  • The issuance by the Company or any subsidiary of any letter of comfort, material guarantee or any material indemnity in respect of the obligations of another group company or in respect of the obligations of a non-group company (the standard of "materiality" being determined by the Board).  
  • Approval of appointments of external advisers where the fees, in relation to a single matter or a series of related matters, are likely to exceed £150,000.


COMMUNICATION

  • Approval of resolutions and related documentation to be put forward to shareholders at general meetings.  
  • Approval of all circulars to shareholders and listing particulars.  
  • Approval in principle of press releases concerning matters decided by the Board.  
  • Ensuring satisfactory dialogue with shareholders.


BOARD MEMBERSHIP & BOARD COMMITTEES

  • Approval of changes to the structure, size and composition of the Board, including appointments of Directors, and if considered appropriate, selection of the Chairman and the senior independent Non-executive Director.  
  • Approval of the terms and conditions of service of the Non-executive directors.  
  • Ensuring adequate succession planning for the Board and senior management.  
  • Continuation in office of Directors;
    • at the end of their term of office or
    • at any other time, including the suspension or termination of service of an Executive Director as an employee of the Company, subject to the law and the terms and conditions of the relevant service contract.  
  • Appointment or removal of the Company Secretary.


DELEGATION OF AUTHORITY

  • Approval of terms of reference and membership of the Audit and Remuneration Committees and review of the chairmanship and composition of those Committees from time to time.  
  • Receiving and considering reports form the Committees of the Board on their activities.  
  • Authorising from time to time ad hoc Committees of the Board to conduct specific business.  
  • Giving general authorisation to the Executive Committee to conduct day-to-day business and such other matters as the board may determine subject to the Company's Articles of Association.


CORPORATE GOVERNANCE

  • If considered appropriate, undertaking annually a formal evaluation of its own performance and that of its Committees and of individual Directors and stating in the annual report how this evaluation has been conducted.  
  • Determining the independence of directors.  
  • Reviewing the group's overall corporate governance arrangements.  
  • Receiving and considering reports on views expressed by the Company's shareholders.


POLICIES

  • Considering, reviewing and approving policies and strategies, as and when necessary, relating to the following:
    • Share dealing
    • Charitable and political donations
    • Health and safety
    • Environmental matters
    • Business principles
    • Corporate social responsibility.  


MISCELLANEOUS

  • Prosecution, defence or settlement of litigation involving claims and/or costs of more than £100,000, or being otherwise material to the interests of the Company.  
  • Material changes to the rules of the Group's pension schemes.  
  • This list of matters reserved for the approval of the Board.  
  • Any other matters considered by the Board to be of material importance to the group.  
  • The making of any political donation by the Company or any of its subsidiaries.  
  • The making of any charitable donation in excess of £5,000 by the company or any of its subsidiaries.


Approved by the Board on 3rd July 2008