City of London Group Investor Relations

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Board and Board Committees Terms of Reference

Audit and Risk Committee Terms of Reference
Nominations Committee Terms of Reference
Remuneration Committee Terms of Reference
Schedule of Matters Reserved to The Board

Audit and Risk Committee

1. Membership
1.1 Members of the committee shall be appointed by the board, in consultation with the chairman of the audit committee. The committee shall be made up of at least two members.
1.2 At least two members of the committee shall be independent non-executive directors at least one of whom shall have recent and relevant financial experience. The Chairman of the board may be a member of, but not chair the committee.
1.3 Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, finance director, other directors, compliance officer and representatives from the finance function may be invited to attend all or part of any meeting as and when appropriate.
1.4 The external auditors will be invited to attend meetings of the committee on a regular basis.
1.5 Appointments to the committee shall be for a period of up to three years, which may be extended for two further three year periods, provided the director still meets the criteria for membership of the committee.
1.6 The board shall appoint the committee chairman. In the absence of the committee chairman the remaining members present shall elect one of themselves to chair the meeting.
2. Secretary
2.1 The COLG company secretary or another person nominated by the committee shall act as the secretary of the committee.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be two members. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.
4. Frequency of meetings
4.1 The committee shall meet at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required.
5. Notice of meetings
5.1 Meetings of the committee shall be called by the secretary of the committee at the request of any of its members or at the request of external or internal auditors if they consider it necessary.
5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and supporting papers shall be forwarded to each member of the committee and any other person required to attend no later than three working days before the meeting.
6. Minutes of meetings
6.1 The secretary shall minute the proceedings and resolutions of all meetings of the committee, including recording the names of those present and in attendance.
6.2 The secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
6.3 Minutes of committee meetings shall be circulated promptly to all members of the committee and, once agreed, to all members of the board, unless it would be inappropriate to do so.
7. Annual General Meeting
7.1 The chairman of the committee should attend the annual general meeting prepared to respond to any shareholder questions on the committee's activities.
8. Duties
The committee should carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.
8.1 Financial reporting
8.1.1 The committee shall monitor the integrity of the financial statements of the company, including its annual and half-yearly reports, interim management statements, preliminary results' announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. The committee shall also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature.
8.1.2 The committee shall review and challenge where necessary
8.1.2.1 the consistency of, and any changes to, accounting policies both on a year on year basis and across the company/group
8.1.2.2 the methods used to account for significant or unusual transactions where different approaches are possible
8.1.2.3 whether the company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor
8.1.2.4 the clarity of disclosure in the company's financial reports and the context in which statements are made; and
8.1.2.5 all material information presented with the financial statements, such as the business review/ operating and financial review and the corporate governance statement insofar as it relates to the audit and risk management;
8.2 Internal controls and risk management systems
The committee shall
8.2.1 advise the board on the company's overall risk appetite, tolerance and strategy, taking account of the current and prospective macroeconomic and financial environment drawing on financial stability assessments such as those published by the Bank of England, the Financial Services Authority (or any successor body) and other authoritative sources that may be relevant for the company's risk policies
8.2.2 oversee and advise the board on the current risk exposures of the company and future risk strategy
8.2.3 in relation to risk assessment -
8.2.3.1 keep under review the company's overall risk assessment processes that inform the board's decision making, ensuring both qualitative and quantitative metrics are used
8.2.3.2 review regularly and approve the parameters used in these measures and the methodology adopted
8.2.3.3 set a standard for the accurate and timely monitoring of large exposures and certain risk types of critical importance
8.2.4 review the company's capability to identify and manage new risk types
8.2.5 before a decision to proceed is taken by the board, advise the board on proposed strategic transactions including acquisitions or disposals, ensuring that a due diligence appraisal of the proposition is undertaken, focussing in particular on risk aspects and implications for the risk appetite and tolerance of the company, and taking independent external advice where appropriate and available.
8.2.6 review reports on any material breaches of risk limits and the adequacy of proposed action
8.2.7 keep under review the effectiveness of the company's internal financial controls and internal controls and risk management systems and review and approve the statements to be included in the annual report concerning internal controls and risk management
8.2.8 provide qualitative and quantitative advice to the remuneration committee on risk weightings to be applied to performance objectives incorporated in executive remuneration25
8.3 Compliance, whistle-blowing and fraud
The committee shall
8.3.1. review the adequacy and security of the company's arrangements for its employees, consultants and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action; and
8.3.2. review the company's procedures for detecting fraud
8.3.3 review the company's systems and controls for the prevention of bribery and receive reports on non-compliance
8.3.4 [review regular reports from the Money Laundering Reporting Officer and the adequacy and effectiveness of the company's anti-money laundering systems and controls]
8.3.5 [review regular reports from the Compliance Officer and keep under review the adequacy and effectiveness of the company's compliance function]
8.4 Internal Audit
8.4.1 The committee shall consider, at least annually, the need for an internal auditor.
8.5 External Audit
The committee shall
8.5.1 consider and make recommendations to the board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the company's external auditor. The committee shall oversee the selection process for new auditors and if an auditor resigns the committee shall investigate the issues leading to this and decide whether any action is required
8.5.2 oversee the relationship with the external auditor including (but not limited to)
8.5.2.1 recommendations on their remuneration, whether fees for audit or non-audit services and that the level of fees is appropriate to enable an adequate audit to be conducted
8.5.2.2 approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit
8.5.2.3 assessing annually their independence and objectivity taking into account relevant [UK] professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services
8.5.2.4 satisfying itself that there are no relationships (such as family, employment investment, financial or business) between the auditor and the company (other than in the ordinary course of business)
8.5.2.5 agreeing with the board a policy on the employment of former employees of the company's auditor, then monitoring the implementation of this policy
8.5.2.6 monitoring the auditor's compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the company compared to the overall fee income of the firm, office and partner and other related requirements
8.5.3 meet with the external auditor at least once a year, without management being present.
8.5.4 review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement
8.5.5 review the findings of the audit with the external auditor. This shall include but not be limited to, the following
8.5.5.1 a discussion of any major issues which arose during the audit
8.5.5.2 any accounting and audit judgements
8.5.5.3 levels of errors identified during the audit The committee shall also review the effectiveness of the audit
8.5.6 review any representation letter(s) requested by the external auditor before they are signed by management
8.5.7 review the management letter and management's response to the auditor's findings and recommendations
8.5.8 develop and implement a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter
9. Reporting responsibilities
9.1 The committee chairman shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2 The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.
9.3 The committee shall compile a report to shareholders on its activities to be included in the company's annual report.
10. Other
The committee shall
10.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required
10.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members
10.3 give due consideration to laws and regulations, the provisions of the UK corporate governance code and the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules as appropriate
10.4 oversee any investigation of activities which are within its terms of reference and act for internal purposes as a court of the last resort
10.5 at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval
11. Authority
The committee is authorised
11.1 to seek any information it requires from any employee of the company in order to perform its duties
11.2 to obtain, at the company's expense, outside legal or other professional advice on any matter within its terms of reference
11.3 to call any employee to be questioned at a meeting of the committee as and when required.
11.4 to have the right to publish in the Company's annual report details of any issues that cannot be resolved between the committee and the board.

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Nominations Committee

1. Membership
1.1. The committee shall comprise of at least two directors and a secretary. A majority of the members of the committee should be non-executive directors. All appointments to the committee shall be made by the board.
1.2. Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, the head of human resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3. Appointments to the committee shall be for a period of up to three years, which may be extended for two further three-year periods provided that the director stills meets the criteria for membership of the committee.
1.4. The board shall appoint the committee chairman who should be either the chairman of the board or a non-executive director. In the absence of the committee chairman and / or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the board. The chairman of the board shall not chair the committee when it is dealing with the matter of succession to the chairmanship.
2. Secretary
One of the members of the committee shall be nominated to act as the secretary of the committee in the absence of the committee secretary.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be two. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.
4. Frequency of meetings
4.1 The committee shall meet not less than once a calendar year and otherwise as required.
5. Notice of meetings
5.1 Meetings of the committee shall be called by the secretary of the committee at the request of the committee chairman.
5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the committee, any other person required to attend, no later than three working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.
6. Minutes of meetings
6.1 The secretary shall minute the proceedings and resolutions of all committee meetings
6.2 Minutes of committee meetings shall be circulated promptly to all members of the committee and, once agreed, to all other members of the board, unless a conflict of interest exists.
7. Annual General Meeting
7.1 The committee chairman shall attend the annual general meeting prepared to respond to any shareholder questions on the committee's activities.
8. Duties
8.1 The Committee shall
8.1.1. regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board compared to its current position and make recommendations to the board with regard to any changes considered advisable
8.1.2. give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the board in the future
8.1.3. be responsible for identifying and nomination, for the approval of the board, candidates to fill board vacancies as and when they arise
8.1.4. before any appointment is made by the board, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the committee shall
8.1.4.1 use open advertising or the services of external advisers to facilitate the search
8.1.4.2 consider candidates from a wide range of backgrounds
8.1.4.3 consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position
8.1.5. keep under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continued ability of the organization to compete effectively in the marketplace
8.1.6. keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates
8.1.7. review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties
8.1.8. ensure that, on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings
8.2 The committee shall also make recommendations to the board concerning
8.2.1 formulating plans for succession for both executive and non-executive directors and, in particular, for the key roles of chairman and chief executive
8.2.2 suitable candidates for the role of senior independent director
8.2.3 membership of the audit and remuneration committees, in consultation with the chairmen of those committees.
8.2.4 The reappointment of any non-executive director at the conclusion of their specified term of office having giving due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required
8.2.5 The continuation (or not) in service of any director who has reached the age of seventy if required by the articles
8.2.6 The re-election by shareholders of any director under the 'retirement by rotation' provisions in the company's articles of association having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required
8.2.7 Any matters relating to the 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 provisions of the law and their service contract
8.2.8 The appointment of any director to executive or other office
9. Reporting responsibilities
9.1. The committee chairman shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2. the committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.
9.3. the committee shall make a statement in the annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.
10. Other
10.1 The committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
11. Authority
11.1 the committee is authorised to seek any information it requires from any employee of the company in order to perform its duties.
11.2 The committee is authorised to obtain, at the company's expense, outside legal or other professional advice on any matters within its terms of reference.

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Remuneration Committee

1. Membership
1.1 Members of the committee shall be appointed by the board, in consultation with the chairman of the remuneration committee. The committee shall be made up of at least three members, each of whom shall be independent non-executive directors or the COLG Non-executive Chairman
1.2 Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive and external advisers may be invited to attend for all or part of any meeting as and when appropriate.
1.3 Appointments to the committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the director still meets the criteria for membership of the committee.
1.4 The board shall appoint the committee chairman. In the absence of the committee chairman, the remaining members present shall elect one of themselves to chair the meeting.
2. Secretary
2.1 The COLG company secretary or another person nominated by the committee shall act as the secretary of the committee.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be two. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.
4. Meetings
4.1 The committee shall meet at least twice a year and at such other times as the chairman of the committee shall require.
5. Notice of meetings
5.1 Meetings of the committee shall be summoned by the secretary of the committee at the request of any of its members.
5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed and supporting papers, shall be forwarded to each member of the committee and any other person required to attend, no later than three working days before the date of the meeting.
6. Minutes of meetings
6.1 The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.
6.2 Minutes of committee meetings shall be circulated promptly to all members of the committee and, once agreed, to all members of the board, unless a conflict of interest exists.
7. Annual general meeting
7.1 The chairman of the committee shall attend the annual general meeting prepared to respond to any shareholder questions on the committee's activities.
8. Duties
The committee shall
8.1 determine and agree with the board the framework or broad policy for the remuneration of the company's chief executive, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the executive members of the board. No director or manager shall be involved in any decisions as to their own remuneration
8.2 in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the company
8.3 review the ongoing appropriateness and relevance of the remuneration policy
8.4 approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes
8.5 review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used
8.6 determine the policy for, and scope of, pension arrangements for each executive director and other senior executives
8.7 ensure that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised
8.8 within the terms of the agreed policy and in consultation with the chairman and/or chief executive as appropriate, determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards
8.9 in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the UK Corporate Governance Code and the UK Listing Authority's Listing Rules and associated guidance and the policy announcements of relevant shareholder representative organisations (e.g. pirc).
8.10 review and note annually the remuneration trends across the company or group
8.11 oversee any major changes in employee benefits structures throughout the company or group
8.12 agree the policy for authorising claims for expenses from the directors
8.13 ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled
8.14 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee
8.15 obtain reliable, up-to-date information about remuneration in other companies. The committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations
9. Reporting responsibilities
9.1 The committee chairman shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities
9.2 The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed
9.3 The committee shall produce an annual report of the company's remuneration policy and practices which will form part of the company's annual report and ensure each year that it is put to shareholders for approval at the AGM
10. Other
10.1 The committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
11. Authority
11.1 The committee is authorised by the board to seek any information it requires from any employee of the company in order to perform its duties.
11.2 In connection with its duties the committee is authorised by the board, at the company's expense:
11.2.1 to obtain any outside legal or other professional advice, and/or
11.2.2 within any budgetary restraints imposed by the board, to appoint remuneration consultants, and to commission or purchase any relevant reports, surveys or information which it deems necessary to help fulfil its duties.

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The following is a schedule of matters which are reserved to the COLG board for decision.

1. Strategy and management
1.1 Responsibility for the overall management 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 and any material changes to them.
1.4 Oversight of the group's operations ensuring:
1.4.1 competent and prudent management
1.4.2 sound planning
1.4.3 an adequate system of internal control
1.4.4 adequate accounting and other records
1.4.5 compliance with statutory and regulatory obligations.
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 business or geographic areas.
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 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.
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 corporate governance statement and remuneration report].
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.
3.6 Approval of treasury policies including foreign currency exposure and the use of financial derivatives.
4. Internal controls
4.1 Ensuring maintenance of a sound system of internal control and risk management including:
4.1.1 receiving reports on, and reviewing the effectiveness of, the group's risk and control processes to support its strategy and objectives
4.1.2 undertaking an annual assessment of these processes
4.1.3 approving an appropriate statement for inclusion in the annual report.
5. Contracts
5.1 Major capital projects.
5.2 Contracts which are material strategically or by reason of size, entered into by the company or any subsidiary in the ordinary course of business, for example bank borrowings above £100k and acquisitions or disposals of fixed assets above £100k.
5.3 Contracts of the company or any subsidiary not in the ordinary course of business, for example loans and repayments above £50k; foreign currency transactions above £50k; major acquisitions or disposals above £50k.
5.4 Major investments [including the acquisition or disposal of interests of more than
5 percent in the voting shares of any company or the making of any takeover offer].
6. Communication
6.1 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
6.2 Approval of all circulars, prospectuses and listing particulars
6.3 Approval of press releases concerning matters decided by the board.
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 and senior 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 Appointment of the senior independent director.
7.6 Membership and chairmanship of board committees.
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 heir 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, following the recommendation of the audit committee.
8. Remuneration
8.1 Determining the remuneration policy for the directors, company secretary and other senior executives.
8.2 Determining the remuneration of the non-executive directors, 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.
9. Delegation of authority
9.1 The division of responsibilities between the chairman and the chief executive 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 and rigorous review [annually] of its own performance, that of its committees and individual directors.
10.2 Determining the independence of directors.
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.
10.5 Receiving reports on the views of the company's shareholders.
11. Policies
11.1 Approval of policies, including:
• Code of Conduct
• Bribery policy
• Whistle-blowing policy
• Share dealing code
• Health and safety policy
• Environmental policy
• Communications policy [including procedures for the release of inside sensitive information]
• Corporate social responsibility policy
• Charitable donations policy
12. Other
12.1 The making of political donations.
12.2 Approval of the appointment of the group's principal professional advisers.
12.3 Prosecution, defence or settlement of litigation [involving above £100k or being otherwise material to the interests of the group].
12.4 Approval of the overall levels of insurance for the group including directors' & officers' liability insurance [and indemnification of directors].
12.5 Major changes to the arrangements for the group's pension scheme.
12.6 This schedule of matters reserved for board decisions.
Matters which the board considers suitable for delegation are contained in the terms of reference of its committees. In addition, the board will receive reports and recommendations from time to time on any matter which it considers significant to the group.

Note:
If a matter needs to be considered urgently between scheduled board meetings a paper should be circulated as far in advance as possible and a telephone (or video) conference arranged to hold a board meeting. This should be timed so that as many directors as possible can attend. Any director who cannot attend should still be sent the relevant papers and have the opportunity to give their views to the chairman, another director or the company secretary before the meeting. If the matter is routine and discussion is not necessary the approval of all the directors may be obtained by means of a written resolution. In all cases, however, the procedures should balance the need for urgency with the overriding principle that each director should be given as much information as possible, the time to consider it properly and an opportunity to discuss the matter prior to the commitment of the company.

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