Summary of Reserved Matters for the Board of Augean plc
June 2015
In this document “Company” refers to Augean plc. “Augean” and “Group” refers to Augean plc and all subsidiary
companies owned by that Company.
This document is a summary of main matters reserved for the Board of Directors of Augean plc. It is not intended to
represent an exhaustive list of such matters.
Reserved matter
Accounting policies
Acquisitions & disposals
Announcements
Annual business plans
Appointment of advisors
Appointment of directors
Capital projects
Capital structure
Contractual liabilities
Customer contracts
Debt facilities & borrowings
Directors’ remuneration
Dividends
Financial statements
Investor relations
Listing status
Required board approvals
Changes to accounting policies of the Group
Approval of any acquisition or disposal having a consideration greater than £0.25million.
Approval of all announcements made through a public market, as required by the relevant
listing rules, other than routine regulatory disclosures relating to holdings in the Company.
Review and approval of annual business plan prior to the start of each financial year.
Approval of appointment of retained advisors of the Group, including the Nominated
Advisor, Broker, Auditors and Legal representatives.
The appointment of all non-executive and executive directors to the Board, and associated
contractual arrangements, is a reserved matter and is delegated to the Nominations
Committee.
Review and approval of all capital projects, valued at greater than £0.5million and not
already included in the annual business plan, prior to project commencement.
Approval of any changes to the capital structure of the Group, including equity issues or
buybacks and changes to Reserves structure.
Approval of all contracts which commit the Group to potential contractual liabilities greater
than £1.0million.
Approval of customer contracts expected to be valued at greater than 5% of Group net
sales revenues.
Approval of the quantum, tenor, source and other material terms of new or revised debt
facilities or other material financial liabilities prior to being entered into by the Group or
Company, including asset purchase leases, hedging arrangements and interest rate
swaps
Approval of all new banking arrangements, including new bank accounts.
The remuneration of the non-executive directors must be approved by the Board as a
whole. For the executive directors, remuneration policy is delegated to the Remuneration
Committee. An annual review of executive directors’ remuneration will be undertaken by
the Remuneration Committee and all changes approved prior to implementation. This
must include basic salaries, award of bonuses, the award of share-based incentives, the
award of long term incentives and all other remuneration matters.
Approval of the dividend policy of the Company and all dividend payments.
Approval of financial statements of Augean plc
The Board is responsible for maintaining strong relationships with all current and potential
shareholders.
The finance director and chief executive officer are responsible for communicating the
Group’s strategy, Results, forecasts and material changes to investors.
The Chairman shall be the first point of contact for investors in the event of questions or
challenges relating to the governance of the Group.
Approval of any changes to the listing status of the Company, including delisting, listing on
a different exchange from the Alternative Investments Market and changes to the platform
on which the Company’s shares are traded.
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Policies
Related parties
Strategy of the Group
Review and approval of the following policies prior to publication and adoption by the
Group and any subsequent changes thereto:
i)
Dealing in shares
ii)
Health and safety
iii)
Environmental
iv)
Anti-bribery
v)
Whistleblowing
Approval of all contractual arrangements with Related Parties prior to signature.
Annual review of Group strategy and any changes to strategic plans prior to
implementation or communication to investors.
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