The Board considers that its primary role is to provide leadership to the Group, to set the Group’s long-term strategic objectives and to oversee robust corporate governance and risk management practices.
In order to support the Board’s role to promote the long-term success of the Company and to promote a strong control environment, the Board continues to operate within a Schedule of Matters Reserved to it and this forms part of an overarching Group Delegation of Authority.
Only the Board may exercise any of the powers in the Schedule of Matters Reserved. Other powers are delegated to the various Board Committees and senior management via Committee terms of reference or via the Group Delegation of Authority. The Group Delegation of Authority and Schedule of Matters Reserved to the Board are reviewed and updated regularly.
The Group Delegation of Authority and Schedule of Matters Reserved to the Board are circulated by the Company Secretary to all members of the Group Executive and other senior managers to ensure the approved authorities are understood across the business.
Matters reserved to the Board include:
- the overall direction, long-term objectives and strategy of the Group and delegating day-to-day management to the CEO;
- reviewing Group performance;
- reviewing the arrangements for regulatory and industry issues;
- approving the appointment and removal of a Board member and the Company Secretary;
- reviewing and approving the terms of reference of the Board Committees and receiving reports from Committee Chairs on a regular basis;
- approving changes to the Group’s capital structure, any significant acquisitions and disposals, capital investment projects and material contracts;
- approval of the Group’s annual plan, five-year strategic plan, Annual Report and Accounts, Half-Year Statement and setting the Group’s dividend policy;
- approval of the Group’s charitable donations and Group-wide CR policies;
- undertaking reviews of Board, Committee and individual director performance; and
- succession planning for senior management and the Board (on the recommendation of the Nomination Committee).
The authority delegated to senior management provides a practical framework to executive management, which seeks to achieve the dual objectives of maintaining effective financial and operational controls whilst providing sufficient flexibility to manage the business. Examples of areas of such delegated authority include: the release of capital expenditure against approved budgets; treasury activity within approved limits; payroll processing; property transactions; LBO activities; the setting of bet acceptance limits; and routine transaction processing