Board and Committee Support

An intrinsic part of good Corporate Governance is that Boards and Committees make well‐informed decisions within a framework that helps directors fulfil their statutory duties to promote the success of the company under the Companies Act 2006 and other relevant statutory or regulatory regimes.

To achieve this, agendas should be properly structured and Board and Committee papers should be of high quality and delivered to directors within an appropriate timescale.

City Group will:

• Prepare. Work with executive directors and your Chairman to ensure your Board and Committees are well run and meet the highest standards of corporate governance. This includes the physical preparation and despatch of agenda and Board packs in either paper or electronic form.

• Meetings. Attend Board and Committee meetings in order to support the Chairman and the Board on procedural issues.

• Minutes. Prepare minutes and action points within an agreed timescale. Some regulatory bodies are becoming increasingly prescriptive about the contents of minutes of Board and Committee meetings.

• Annual Plan. Help prepare a plan for the Board and Committees to ensure that you can plan ahead and ensure that the Board and Committees deal with everything that is required of them.

• Evaluation. Help you carry out annual Board and Committee evaluation exercises and carry out a Board skills audit exercise.

• Matters Reserved for the Board and Terms of Reference of Committees. Keep the Matters Reserved for the Board and Terms of Reference of Committees up to date. It is essential that the Board sets out those decisions that it considers should be reserved for the Board. The Board should also set out clearly each Committee’s Terms of Reference. These should be reviewed annually by the Board.

• Annual Corporate Governance Review. This review will help the Board monitor compliance with Corporate Governance standards and enable it to address any areas of concern.