Companies Act Requirements

1.* Approval of interim and final financial statements.

2.* Approval of the interim dividend and recommendation of the final dividend.

3.* Approval of any significant changes in accounting policies or practices.

4.* Appointment or removal of the company secretary.

5.* Remuneration of the auditors (where, as is usual, shareholders have delegated this power to the board) and recommendations for the appointment or removal of auditors (following recommendations of the audit committee).

6. Resolutions and corresponding documentation to be put forward to shareholders at a General Meeting.


Stock Exchange/Financial Services Authority

7.* Approval of all circulars and listing particulars.

8.* Approval of press releases concerning matters decided by the board.


Board membership and board committees

9.* Board appointments and removals and any special terms and conditions attached to the appointment (subject to the recommendations of the nomination and remuneration committees).

10.* Terms of reference of chairman, chief executive and other executive directors.

11.* Terms of reference and membership of board committees.


Management

12. Approval of the group’s long-term objectives and commercial strategy.

13. Approval of budgets.

14. Changes relating to the group’s capital structure or its status as a plc.

15. Appointments to boards of subsidiaries.

16.* Terms and conditions of directors and senior executives (subject to the recommendations of the Remuneration Committee).

17. Changes to the group’s management and control structure.


Combined Code Recommendations

18. Any property acquisition or disposal and major capital projects in excess of £100,000 contract value.

19. Material, either by reason of size or strategically, contracts of the company (or any subsidiary) in the ordinary course of business.

20. Contracts of the company (or any subsidiary) not in the ordinary course of business including any bank loan arrangements.

21. Major investments (including the acquisition or disposal of interests of more than 5 per cent in the voting shares of any company) or the making of any take-over bid.

22. Risk management strategy.

23. Treasury policies (including foreign currency exposure).


Miscellaneous

24. Review of the company’s overall corporate governance arrangements.

25. Major changes in the rules of the company pension scheme, or changes of trustees or (when this subject is subject to the approval of the company) changes in the fund management arrangements.

26. Major changes in employee share schemes and the allocation of executive share options.

27. Formulation of policy regarding charitable donations.

28. Political donations.

29. Approval of the company’s principal professional advisers.

30. Prosecution, defence or settlement of litigation (involving amounts material to the interests of the company).

31. Internal control arrangements.

32. Health and safety policy.

33. Environmental policy.

34. Directors’ and officers’ liability insurance.

35. This schedule of matters reserved for board decision.

* Companies Act requirements


Urgent Matters

Where matters arise which require to be dealt with urgently and it is not practical to convene a board meeting, the Secretary will ensure that:

1. Every step is taken to notify each Director of the matter and to seek their views before proceeding.

2. No action will be taken until a majority of the Board have given their approval.

3. Where appropriate, a written resolution will be obtained to confirm approval.


Approved by the Board of Shaftesbury PLC
on 26 November 2003