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CB(01)02
CONSIGNIA pic BOARD
MATTERS RESERVED TO THE BOARD
(Note from the Secretary)
Following a review, which took account of best external practice, The Combined Code and
recommendations of the Institute of Chartered Secretaries and Administrators, an updated list
of Matters Reserved to the Board, Annex A, was produced and agreed by the Post Office
Board (PO99/133). The list attached at Annex B represents an updated version which
encompasses changes brought about by the change of status to a plc.
The Board is invited to Agree to the Matters Reserved to the Board as set out in Annex B.
April 2001
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ANNEX A
MATTERS RESERVED TO THE POST OFFICE BOARD
STATUTORY REQUIREMENTS
Approval of half year and full year accounts
Approval of monthly financial forecasts to the DTI
Approval of any significant change in accounting policies or practices on the
recommendation of the Audit Committee
Appointment or removal of The Secretary
Recommendations (to DTI) for appointment or removal of auditors
COMBINED CODE REQUIREMENTS
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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
MANAGEMENT
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Approval of the Group’s commercial strategy and annual operating budget
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 main postal price changes
Approval of pay policy for staff and agents
Establishment of Board sub-committees, their terms of reference and membership
(currently the Audit, Investment and Remuneration Committees)
Appointment to boards of ‘direct’ Post Office subsidiaries
Approval of the health and safety policy
Approval of the environmental policy
Approval of the equal opportunities policy
MISCELLANEOUS
Approval of amendments to trust deeds of Post Office pension schemes
Appointment and remuneration of the chairman and trustees of main Post Office pension
schemes
Appointment of specified individuals to authenticate the Post Office seal
Adoption of a new Post Office seal
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ANNEX B
MATTERS RESERVED TO THE CONSIGNIA plc BOARD
STATUTORY REQUIREMENTS
Approval of half year, full year and regulated accounts
Approval of financial forecasts to the DTI
Approval of any significant change in accounting policies or practices on the
recommendation of the Audit Committee
Appointment or removal of Directors and the Company Secretary
COMBINED CODE REQUIREMENTS
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
MANAGEMENT
e Approval of the Group’s commercial strategy and annual operating budget
e Approval of plans for senior management development and succession
.
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Approval of changes to the Group’s management and control structure, including major
restructurings
Approval of main postal price changes
Approval of pay policy for staff and agents
Establishment of Board sub-committees, their terms of reference and membership
Appointment to boards of ‘direct’ Consignia plc subsidiaries
Approval of the health and safety policy
Approval of the environmental policy
Approval of the equal opportunities policy
MISCELLANEOUS
Approval of amendments to trust deeds of Consignia pension schemes
Appointment and remuneration of the chairman and trustees of main Consignia pension
schemes
Appointment of specified individuals to authenticate the Consignia ple seal
Adoption of a new Consignia plc seal