dcsimg
This site uses cookies.  Learn more. I understand. Hide this message. I understand. Hide this message.
  • About Us
  • Investor relations

Terms of reference

Board and committees

Investor Relations

Terms of reference - board and committees

We are conscious of our responsibility to ensure that the SDL Group has and maintains high standards of corporate governance and adheres to best practice as mandated by the Combined Code and the bodies which monitor compliance with these standards on behalf of major institutional and other stakeholders.

As part of the Group's corporate governance policy, there are certain material matters that are reserved for decision by the Board and the Board is also advised by a number of committees covering audit, nomination and remuneration. The detailed matters that are reserved for the Board and the terms of reference for the Board committees are attached as follows:

Schedule of matters specifically reserved for decision by the Board

In general, the full board of directors of the Company (the “Board”) should consider all important management and policy matters. In particular, the Board has specifically resolved that the following matters should be reserved for decision by the Board:

1. A change in the nature of the Company’s business.
2. Material acquisitions and disposals of assets (excluding transactions of a revenue nature in the ordinary course of business).
3. A partnership or joint venture.
4. Investments, capital projects, authority levels, treasury policies and risk management policies.
5. The appointment of additional directors and other senior appointments or the dismissal of any director.
6. The appointment and removal of the company secretary.
7. Dividend policy.

8. The creation of a security interest over assets of the Company (other than liens entered into in the ordinary course of business).
9. The giving of a guarantee, indemnity or security in respect of the obligations of a third party.
10. The making of a loan or series of connected loans (other than normal trade credit of more than £10,000 individually or in aggregate.
11. A transaction (including a transaction of a revenue nature in the ordinary course of business) with a director or other related party.
12. Any transaction which is not in the ordinary course of business.
13. A proposed change in capital structure including the issue, allotment, redemption, purchase of or grant of options over any of the Company’s shares or other securities.
14. Non-executive directors’ remuneration.
15. Major items of discretionary revenue expenditure.