Terms of Reference for the Executive Committee

Policy & Guidelines

1. Purpose

The purpose of the Executive Committee is to undertake delegated tasks from the Group Board including:

• the development and implementation of strategy, operational plans, policies, procedures and budgets;
• the monitoring of operating and financial performance;
• the assessment and control of risk;
• the prioritisation and allocation of resources.

2. Membership

The Executive Committee will be made up of the Chief Executive, executive directors of the Group Board, and senior executives of the subsidiary companies. Others may be invited to attend any meeting. The Chief Executive shall act as chairman of the Committee. In his absence the Finance Director will act as chairman.

3. Meetings

The Executive Committee should meet on a monthly basis with prepared agendas of items for discussion. A quorum of at least two directors is required. The Finance Director, or their nominee, will act as secretary and take minutes of the meetings. The minutes of the meetings will be circulated to the Group Board, and the Chief Executive will present a written Chief Executive Report at each quarterly Group Board meeting.

4. Duties

(i) Management

• The successful execution of strategy.
• Recommending objectives and strategy for the group in the development of its businesses.
• Identifying and executing new business opportunities, if approved, outside the current core activities
• Reviewing the organisation structure of the group and making recommendations for change.
  
• Implementing policies relating to health and safety, environment, treasury and corporate social responsibility.
• Ensuring the control, co-ordination and monitoring of risk and internal controls.
• Ensuring compliance with relevant legislation and regulations.
• Prosecution, defence or settlement of litigation.
• Ensuring appropriate levels of authority are delegated to senior management throughout the group.

(ii) Financial reporting and controls

• Presentation of the group’s budgets and three year plans to the Group Board and, following their approval, the achievement of the budgets and plans.
• Approval of capital projects between £50,000 and £500,000 for budgeted items and between £25,000 and £250,000 for unbudgeted items.
  
• Renewal of banking facilities and arrangements for treasury management.
  
• Insurance, including directors and officers liability insurance.

(iii) Corporate Governance

• The Committee shall conduct an annual review of its work and terms of reference, and an assessment of its own effectiveness and make recommendations to the Group Board.