The Board Meeting
The Board meets at least five times each year and in addition, a regular update conference call takes place in the months when no formal meeting is scheduled. The agenda for each Board meeting is set by the Chairman in consultation with the Chief Executive and the Company Secretary. Board members receive a monthly report of the company’s activities which incorporates an update on progress against objectives and the management of business risks. The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. Additional ad hoc meetings and conference calls are arranged to consider matters which require decisions outside the scheduled meetings
Outside the scheduled meetings of the Board, the Chairman and Chief Executive Officer maintain frequent ...view middle of the document...
It also provides the Board with an opportunity to meet a broad cross-section of staff, to assess senior managers at first hand and to review operational and especially non-technical risk matters in depth.
The Board has a formal schedule of matters reserved that can only be decided by the Board. This schedule is reviewed by the Board each year. The key matters reserved are the consideration and approval of:
• The Group’s overall strategy;
• Financial statements and dividend policy;
• Borrowings and treasury policy;
• Material acquisitions and disposals, material contracts, major capital expenditure projects and budgets;
• Entry into new countries;
• Risk management and internal controls (supported by the Audit Committee);
• Succession planning and appointments (supported by the Nominations Committee);
• The Group’s corporate governance and compliance arrangements; and
• Corporate policies.
Summary of Boards work in a year
• Strategy and resource allocation;
• External affairs;
• Portfolio management;
• Finance and treasury;
• Governance and compliance; and
• Organizational design, capacity and succession planning.
Guidelines followed in a Board meeting
a. There must be two directors present at a meeting to constitute a quorum
b. The board will schedule formal Board meetings at least quarterly and hold additional meetings including bu phone as required
c. Non-executive directors may confer at scheduled times without managements being present
d. The minutes of each board meeting shall be prepared by the company Secretary, approved by the chairman and circulated to directors after each meeting.
e. The Company Secretary shall distribute supporting papers for each meeting of the Board as far in advance as practicable
f. Minutes of meetings must be approved at the next Board meeting
g. Further details regarding board meetings are set out in the Company’s constitution