Terms of Reference

Matters reserved for the board

Save as expressly delegated to a committee of the Board or by direction of the Board from time to time, the Board exercises the powers and responsibilities under the Company's Articles of Association, which include but not limited to the following:

Strategy and management

1. Responsibility for the overall management of the Group.

2. Approval of corporate and subsidiary companies' strategies, five year plans and annual budgets.

3. Review of management development strategy.

4. Approval of entry into new territories, as a principle, before any commitments on acquiring assets or businesses are made.

Structure and capital

5. Approval of major changes to the capital structure of the Company or the Group.

6. Any changes to the Company's listing or its status as a plc.

Financial reporting and controls

7. Approval of all financial announcements including the half-yearly report, interim management statements and any preliminary announcement of the final results.

8. Approval of the annual report and accounts and associated documents.

9. Approval of the dividend policy.

10. Declaration of the interim dividend and recommendation of the final dividend.

11. Approval of significant changes in accounting policy or practices.

12. Approval of treasury policy and matters requiring Board approval under that policy including approval of all borrowings and debt repayment in excess of the delegated authorities.

13. Signature authority levels not delegated to the Group Executive or within the approved treasury policy.

14. Approval of tax strategy and policy.

Capital Projects

15. Approval of all capital projects and major funding schemes of £15 million and above. This includes leasehold developments where the total of the net present value of the lease and the capital cost is £15 million or more.

16. Approvals of all acquisitions and disposals of companies and businesses, whether all or part of the company/business.

17. Approval of all asset and business disposals where, if being acquired, they would require Board approval.

Communication

18. Approval of all resolutions and associated documents to be put to shareholders at a general meeting.

19. Recommendation of changes to the Company's Memorandum and Articles of Association.

20. Approval of prospectuses and listing particulars and other circulars of major importance.

Board membership and other appointments

21. Appointments to the Board, following recommendations by the Nomination Committee.

22. Selection of the Chairman of the Board and the Group Chief Executive.

23. Appointment of the Senior Independent Director.

24. Membership and Chairmanship of Board committees.

25. Continuation in office of any director at any time, including the suspension or termination of service of an executive director, subject to the law and their service contract.

26. Appointment or removal of the Company Secretary.

27. Appointment, reappointment and removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.

Remuneration

28. Approval of the broad framework of Executive Remuneration and its costs, on the advice of the Remuneration Committee.

29. Approval of fees of the non-executive directors.

Delegation of authority

30. The division of responsibilities between the Chairman and the Group Chief Executive.

31. Approval of terms of reference and membership of Board committees.

Corporate governance matters

32. Review of Group's overall Corporate Governance arrangements including: independence of directors and formal and rigorous review of the Board's performance and that of the Audit, Remuneration and Nomination Committees.

33. Approval of Group policies including the Code of Conduct and Share Dealing Policy.

Other

34. Consideration and approval of political donations.

35. Approval of group risk management (including health and safety) policy.

36. Approval of the policy on insurance coverage.

37. Approval of the recommendations for pension policy and management.