Standing Orders Of The Board Of Directors

Matters Reffered To The Board

Schedule of matters reserved for the Board

  1. Group strategy and management issues
  2. Structure and capital – changes to structures
  3. Financial reporting and controls - (Ref: Finance Sub-Committee)
    Performance Indicators will be referred periodically to the board for evaluation through the relevant shareholders or relevant parties decided by the board.
  4. Internal controls – (Ref: Audit Sub-Committee)
    Accounts and Audit reports will be referred through the Audit Committee
  5. Major Contracts e.g.
    Major capital projects equipment / maintenance projects in excess of €1M
    Other material contracts e.g. bank borrowings in excess of €1M
    All material contracts, especially those not in the ordinary course of business should be referred to the board for decision prior to the commitment of the company.
  6. Board membership and other appointments
  7. Remuneration – (Ref: Remuneration Sub-Committee)
  8. Delegation of Authority – approval of Terms of Reference of Board Committees
  9. Corporate governance matters
  10. Other:
    • approval of the group’s principal professional advisors
    • major defence or settlement of litigation
    • major changes to the groups Pension Scheme

Procedure for dealing with urgent matters between Board Meetings

It is recommended that a telephone or video conference meeting should be held in which as many directors as possible participate. This allows directors the opportunity to discuss the matter and ask questions. Any director who cannot attend should still be sent the relevant papers and have the opportunity to give their views to the Chairman, another director or the company secretary before the meeting.