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Annual Report & Accounts 2016 - Governance
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39 THE ROLES ON THE BOARD The graphic below illustrates how the Board executes its duties through a structured cascade of responsibilities across the Group. As can be seen from the diagram above, the division of responsibilities between the Chairman and Chief Executive is clearly established and their respective roles are set out in writing and agreed by the Board. The Board currently comprises of eight Directors and their biographies are set out on pages 36 and 37. The Directors have adopted a formal schedule of matters reserved to the Board, setting out which issues must be referred to the Board for decision. These can be categorised into a number of key areas including but not limited to: • long-term business plan, strategy, budgets and forecasts; • restructuring or reorganisation of the Group and material acquisitions and disposals; • the Group's finance, banking and capital structure arrangements; • approval of capital expenditure and financial guarantees above certain levels; • financial reporting (interim and annual financial results and interim management statements); • dividend policy; • Shareholder circulars, convening of shareholder meetings and stock exchange announcements; • approval of the Group's remuneration policy (following recommendations from the Remuneration Committee); • approval of the Group's risk management and control framework and the appointment/reappointment of the external auditors (following recommendations from the Audit Committee); and • approval of the Group's policies in relation to corporate and social responsibility, health and safety and the environment. In addition, the Board has adopted a delegation of authority mandate which sets out the levels of authority for the Executive Directors and employees below Board level to follow when managing the Group's business day to day. SENIOR EXECUTIVE TEAM GUIDANCE AND INSTRUCTION OUR EMPLOYEES IMPLEMENTATION SPORTS LABELS / GAMES LABELS / US BUSINESS / NON-CORE BUSINESS / TECHNOLOGY KEY STAKEHOLDERS: SHAREHOLDERS / CUSTOMERS / SUPPLIERS / PARTNERS / REGULATORS / GOVERNMENTS DELEGATION DAY-TO-DAY MANAGEMENT REMUNERATION COMMITTEE AUDIT COMMITTEE NOMINATIONS COMMITTEE BOARD