pivot

Matters reserved for the board

All matters that have a material impact upon the company or any of its subsidiaries will be referred to the Board. However, below is a schedule of matters reserved specifically for the decision of the Board or a duly authorised committee thereof. The Board has the authority to obtain outside legal or other independent advice at the expense of the Company.

Financial matters

  1. Approval of full year (preliminary) and half year results announcements.
  2. Approval of Hays plc dividend policy, determination of Hays plc interim dividend and recommendation of Hays plc final dividend.
  3. Adoption of significant change in accounting policies or practices.
  4. Approval of all circulars and prospectus to shareholders.
  5. Changes relating to the capital structure of Hays plc.
  6. Approval of increases in share capital of any Group Company, or equivalent financing arrangement above GBP1,000,000 (or equivalent).
  7. The approval of all guarantees given by the Company.
  8. Approval of the maximum total value of the Group’s borrowing facilities.
  9. The approval of any new or increase in borrowing facilities exceeding GBP1,000,000 (or equivalent), or cancellation of such facilities.
  10. Ratify the use of Hays plc company seal.
  11. Change in Hays plc Company status.

Corporate matters

  1. Convening general meetings of Hays plc.
  2. Recommending to shareholders the approval of alterations to the Memorandum and Articles of Association of Hays plc.
  3. Making any take-over offer for another company or other companies within the City Code on Takeovers and Mergers and considering a response to any such approaches to the Company.

Annual report and accounts

  1. To issue the Annual Report and Accounts of Hays plc having approved the following:
    • Strategic Report.
    • Directors Report.
    • Remuneration, Audit and Nomination Committee Reports
    • Accounts and notes to the accounts.

Appointments and structure

  1. Appointment and removal of the Chairman of Hays plc.
  2. Appointment, removal and re-election of the Directors of Hays plc.
  3. Appointment and removal of the Secretary of Hays plc.
  4. Reviewing succession planning for the Group Plc Board and senior management of the Group.
  5. Carry out a formal and rigorous review of its own performance and that of its committees and individual directors on an annual basis.

Budgets, contracts and business development

  1. Approval of strategic plans of the Group.
  2. Approval of the annual budget of the Group and subsequent revision requested by the Group Plc Board.
  3. Approval of significant changes in treasury and foreign currency policy of the Group.
  4. Approval of investment proposals where the one off cost exceeds GBP1,000,000 (or equivalent) or the revenue cost exceeds GBP1,000,000 (or equivalent).
  5. Approval of material contracts with a revenue impact of GBP25,000,000 (or equivalent) in terms of gross fees per annum or GBP5,000,000 (or equivalent) in terms of net fees per annum or whose terms could give rise to an abnormal loss.
  6. Significant changes to the Group’s activities to include, acquisitions or divestments or entry into a new foreign jurisdiction, or exit from an existing one.

Litigation

  1. The Group plc Board must be advised of all material litigation either proposed by or commenced against the Group, including recommendations for settlement. For this purpose, material litigation is any litigation where the outcome may give rise to a receipt or payment greater than GBP100,000 (or equivalent).

Internal controls

  1. To receive reports directly from the Chief Executive Officer / Group Finance Director on the Group’s internal control systems and to consider amongst others:
    • Changes in the nature and extent of significant risks to the business.
    • The key risks and how these are evaluated and managed.
  2. To review annually the effectiveness of the Group’s internal control systems and consider:
    • For identified weaknesses, the actions being taken and the timeliness of rectification.
    • The effectiveness and output of the management’s review process.
    • Incidence of major control weaknesses, their cause and potential impact on the business.
  3. To report to shareholders on the review of the internal control systems.

Board committees

  1. Approving terms of reference for Board Committees and agreeing division of responsibility between Chairman and Chief executive Officer.

Others

  1. Recommendation to shareholders to appoint or remove the Company’s auditors including approval of their fees.
  2. Appointment or removal of the Company’s principal advisors.
  3. Approval of the policy for charitable and political donations.
  4. Approval of major changes in employee share and incentive schemes.
  5. Major changes in the applications of Group Pension Schemes.
  6. Approval of the Group’s Health and Safety Policy.
  7. Approval of the Group’s Environmental Policy.
  8. Monitoring of the Directors and Officers Liability Insurance.
  9. Agreeing fee levels for Non-Executive Directors.