Constitution

The Board has established a Committee of the Board to be known as the Treasury Committee. The objective of the Committee is to set operational policies and, where required, approve Treasury and Foreign Currency transactions throughout the Group within the overall policy established by the Board.

Authority

The Committee shall be appointed and empowered by the Board to meet the objectives and terms of reference as established by the Board.

Membership

The Committee shall consist of the Group Chief Executive, Group Finance Director, Group Treasurer, Assistant Group Treasurer, Group Company Secretary, Group Controller and Group Tax Manager.

Chairman

The Committee shall be chaired by the Group Finance Director.

Quorum

A quorum shall be two and must comprise of at least two Executive Directors or the Group Treasurer and one Executive Director.

Secretary

The Secretary shall be appointed by the Board and shall normally be the Assistant Group Treasurer.

Duties

In fulfilling the objectives detailed above, the Committee shall inter alia:

  • approve and recommend to the Board all the policies and procedures laid down in the Treasury Manual, plus any subsequent amendments, within which Treasury must operate.
  • monitor, via the monthly Treasury Report to the Treasury Committee, compliance with these policies and procedures;
  • Provide specific approval for:
    • all foreign exchange and option deals involving a commitment of more than £20 million equivalent;
    • any changes to the issued share capital of a Group company proposed by Group Treasury and recommend to the Board any changes in excess of £1 million equivalent;
    • all new borrowing and overdraft facilities in excess of £50,000 equivalent and recommend to the Board any greater than £1 million equivalent;
    • any changes to authorised instruments, counterparties, dealers and dealing authorities available for investment, foreign exchange, borrowing and interest rate exposure management activities and recommend to the Group Board all changes to authorised instruments and any amendments that effectively change the existing authorised credit risk parameters;
    • any specific items that are, in the opinion of the Group Treasurer and the Group Finance Director, of a non-routine nature but not within matters scheduled as reserved for the Board.

Reporting procedures

The minutes of all Committee meetings will be circulated to the Board for ratification