A FTSE SMALL CAP Group Counsel & Company Secretary writes...
“For a listed company, do you have a document that formally records the matters reserved to the board of that listed company? If yes, do you make this document available on your website? We are a listed company and we don’t have such a document (and I think we should, as it seems an important part of the governance structure). I’m not sure about putting it on the website: I can’t see a legal regulatory requirement to do so (but may be mistaken) and there may be commercial confidentiality and fraud risk management reasons why it should not be a public document. Thoughts please.”
We’re on AIM. We have Matters Reserved to the Board and Committee ToR. We’ve considered publishing them on the website but don’t presently (not required by QCA Corporate Governance code that we subscribe to.
We are FTSE 100 and include our Matters Reserved to the Board on our website alongside Committee ToR.
Corporate Governance Code Provision 14 says that responsibilities of board and committees (and others) should be made publicly available.
The reference to making the ToR and Schedule of Matters Reserved publicly available is contained in
2018 UK Corporate Governance Code Provision 14.
paragraph 63, FRC Guidance on Board Effectiveness.
We are a FTSE100 company and we publish our Matters Reserved For The Board document on our website under Corporate / Our Company / Governance. Depends what’s in it, of course, as to whether it could be considered confidential, but ours is fairly generic as to the type of matters (e.g. Strategy and Management; Structure and Capital; Financial Reporting and Controls; Internal Controls; Contracts; Communication; Board Membership and Other Appointments; Remuneration; Delegation of Authority; Corporate Governance; Group Policies; Other (e.g. political donations; appointment of key professional advisers to Group; major litigation; and employee purchases from the Company (since these would be houses and therefore large!)
We have a documented matters reserved and happy to share the link to our website:
https://www.keller.com/sites/keller-group/files/2021-04/k-matters-reserved-to-the-board.pdf
We see it as an important piece of our Board governance and this sits with a suite of Board-related documents including our Charter of expectations and our Board Diversity policy, allowing us to measure and assess Board performance on a regular basis.
We are FTSE 100 and our matters reserved for the Board document is published on the governance section of our website.