Strategy and Management

• Responsibility for the overall management of the group.
• Approval and on going review of the Group's strategy.
• Significant changes relating to the Group's capital or corporate structure and its share listing.
• Appointments to boards of subsidiaries.
• Changes to the Group's management and control structure.

Financial

• Approval and on going review of the Annual Operating Plan.
• Approval of the annual report and accounts, interim and final results statements and interim management statements.
• Acquisitions or Brownfield site developments above £5m (including 10 year lease commitment) expenditure.
• Other capital expenditure in excess of £5m.
• Contracts of the Company or any subsidiary not in the ordinary course of business.
• Revenue expenditure (other than in respect of contracts in the ordinary course of business) with a capitalised value in excess of £5m.
• Disposal of whole or part of any wholly owned activities involving net assets greater than £5m.
• Funding strategy, banking arrangements, and treasury policy (including foreign exchange exposures).
• Consideration of major financial controls.
• Approval of the dividend policy, declaration of the interim dividend and recommendation of the final dividend.
• Recommendations to shareholders on auditor appointment reappointment, and removal.
• Approval of any significant changes in accounting policies or practices.

Board Membership and Board Committees

• Board appointments, (including continuations in office and removals) and statement of responsibilities of Chairman and Chief Executive.
• Terms of reference and membership of Board Committees.
• Appointment or removal of Company Secretary.
• Ensuring adequate succession planning for the board and senior management.
• Receiving reports and recommendations from Board Committees.
• Remuneration of Directors and remuneration policy in relation to other Senior Executives.

Miscellaneous

• Appointment and termination of principal advisors to the Group.
• Insurance and risk management strategy (including D O insurance).
• Approval of corporate risk control process.
• Overall corporate governance arrangements, including combined code compliance/non compliance, and the conduct of a board evaluation process.
• Pension strategy and major changes in the rules of Company pension schemes and consultation with trustees on investment strategy.
• Share incentive schemes, including any major changes to rules, grant levels and performance conditions.
• Business Principles and policies on corporate responsibility, charitable and political donations.
• Policy on Employee Share Dealing Code.
• Policy on communications.
• Health and Safety Environmental policies.
• Prosecution defence or settlement of litigation above £500k.
• Approval of resolutions to be proposed in General Meeting.
• Approval of all circulars and listing particulars.
• Approval of press releases concerning matters decided by the board.
• Consideration of balance of interests between different stakeholders in the company.
• Receiving reports on the views of the company's shareholders.
• This schedule of matters reserved for Board.