The Board considers that its primary role is to provide leadership to the Group, to set the Group’s long-term strategic objectives and to oversee robust corporate governance and risk management practices.
The Board operates within a formal Schedule of Matters Reserved to it and this forms part of an overarching Group Delegation of Authority, which is reviewed and updated on a regular basis. Other powers are delegated to the various Board Committees and senior management. Details of the roles and responsibilities of the Board Committees are summarised in the Corporate Governance Report in the 2015 Annual Report.
Matters reserved to the Board include:
- setting the overall direction, long-term objectives and strategy of the Group and delegating day-to-day management to the CEO;
- reviewing Group performance;
- reviewing the arrangements in place relating to regulatory and industry issues;
- approving the appointment and removal of any Board member and the Company Secretary;
- reviewing and approving the terms of reference of the various Board Committees and receiving reports from Committee Chairmen on a regular basis;
- approving changes to the Group’s capital structure, any significant acquisitions and disposals, capital investment projects and material contracts;
- approval of the Group’s annual plan, Annual Report and Accounts and Half Yearly Statement, Interim Management Statement and setting the Group’s dividend policy;
- approval of the Group’s charitable donations and Group-wide corporate responsibility policies;
- undertaking reviews of Board, Committee and individual director performance; and
- succession planning for senior management and the Board (on the recommendation of the Nomination Committee).
The Group Delegation of Authority provides a practical framework to delegate authority to executive management, which seeks to achieve the dual objectives of maintaining effective financial and operational controls whilst providing sufficient flexibility to manage the business. Examples of areas of such delegated authority include: the release of capital expenditure against approved budgets; treasury activity within approved limits; payroll processing; property transactions; LBO activities; the setting of bet acceptance limits; and routine transaction processing.