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Annex E
ROYAL MAIL GROUP LTD BOARD
MATTERS RESERVED TO THE BOARD
Since February 2003, the main plc Board of the whole company has been Royal
Mail Holdings plc, with the Board of Royal Mail Group Ltd meeting only for statutory
purposes. It is now proposed to reverse this arrangement.
To enact this change, the Royal Mail Group Ltd Board needs to agree the matters
that are reserved to it. The proposed Matters Reserved is at Annex A. These are
based on the existing Matters Reserved to the Royal Mail Holdings plc Board which,
if the Holdings Board agrees, would be revoked.
The Royal Mail Group Board are also asked to approve the Terms of Reference for
the various Board committees. These are attached at Annex B.
The current Delegated authorities are attached for noting by the Board. Annex C.
The Board is asked to:
* agree the Matters Reserved to the Royal Mail Group Ltd Board
¢ note that these revoke the existing Matters Reserved to the Board of Royal
Mail Holdings plc;
* agree the Terms of Reference for the Audit & Risk Committee, Nomination,
Remuneration and Pension Committee. The Remuneration Committee Terms
of Reference will be subject to their approval by the Committee on the 23%
March;
¢ Note the Delegated authorities for Royal Mail Group Ltd including GLS.
Jon Millidge
March 2012
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ANNEX A
ROYAL MAIL GROUP LTD BOARD
Matters reserved to the Board
STATUTORY REQUIREMENTS
.
Approval of half year and full year accounts
Approval of financial forecasts to BIS
Approval of any significant change in accounting policies or practices on the
recommendation of the Audit Committee
Appointment or removal of the Company Secretary
Appointment or removal of auditors on the recommendation of the Audit Committee
MANAGEMENT MATTERS
Approval of major capital projects (with costs in excess of £20m)
Approval of material contracts of the company in the ordinary course of business (the
acquisition and disposal of assets in excess of £20m)
Approval of contracts of the company not in the ordinary course of business (including
all strategic acquisitions or joint ventures where the transaction total is in excess of
£10m)
Approval of major investments, including the acquisition or disposal of interests of more
than 5% in the voting shares of any company or the making of any takeover bid
Approval of risk management strategy including internal control arrangements
Approval of the Company's commercial strategy
Approval of the Company’s strategic plan and annual operating plan
Approval of plans for senior management development and succession
Approval of changes to the Group’s management and control structure, including major
restructurings
Approval of overall pay policy for staff
Establishment of Board committees, their terms of reference and membership
Approval of the health and safety policy
Approval of the environmental policy
Approval of the equal opportunities policy
MISCELLANEOUS
Appointment of specified individuals to authenticate the Royal Mail Holdings seal
Adoption of a new company seal