The following cover all areas that require approval by the Board (and, in some instances, subsequent recommendation to shareholders) or one of its Committees.

Normal Procedures

• Appointment, removal, promotion or change of the terms of Directors.
• Appointment or removal of the Company Secretary.
• Appointment or removal of auditors, solicitors, bankers and financial advisers.
• Any transaction in relation to Ashcourt Rowan plc's own book which would require announcement or notification to the London Stock Exchange or to the Takeover Panel under the rules or requirements of either of those bodies.
• Entering into any joint venture agreement.
• Entering into any material outsourcing contract.
• Entering into any transaction which represents the commencement of a new trade for the Company or any subsidiary.
• The issue of any legal proceedings (other than debt collection in the ordinary course of business).
• The approval or adoption of the annual operating and capital expenditure budgets and any other operating plan or forecast.
• The approval of all budgeted capital expenditure above £250,000 and unbudgeted capital expenditure in excess of £100,000 or which, in aggregate, exceeds £250,000 in any year except items of expenditure incurred in the company’s normal course of business.
• Approval of business strategy and plans.
• Approval of all policies, including risk, credit, large exposures, treasury, provisioning.
• Approval of Corporate Governance Framework, including delegated powers and control infrastructure.
• The incurring by the Company of any borrowing other than in accordance with an adopted operating budget or any change to the terms of the Company’s bank facilities.
• The creation of any mortgage or charge over any of the assets of the Company or any of its subsidiaries.
• The giving of any guarantee or indemnity in respect of any obligations of any party other than a subsidiary.
• Any increase in the share capital or loan capital of the Company or the issue of any warrants or other securities in respect thereof.
• Recommendation, declaration or payment of any dividend.
• The convening of any extraordinary general meeting.
• The approval of any interim or preliminary announcement or results or of any audited annual accounts (including any Directors’ or Chairman’s Report to be included therein).
• Any decision to form or wind up any subsidiary or to cease to carry on any business or permit any subsidiary to cease to carry on any business.
• The purchase or sale of any interest in any company.
• The opening or closure of any operating unit.
• Any other material contract or arrangement between the Company or any subsidiary and any Director of the Company or any subsidiary.
• The adoption of any share option or similar incentive scheme for Executives and senior personnel of the Company.
• The establishment of any company or group pension scheme setting or changing salary bonus or other terms of employees above £100,000 p.a.
• Any change to any corporate or trading name of the Company.
• Any change to Ashcourt Rowan plc's own risk management or insurance policies.
• Any charitable donations in excess of £2,500.
• Any political donations.