Matters reserved for the board

Member resource – guidance on drawing up a schedule for matters reserved for the board, in line with the UK Corporate Governance Code – company secretarial terms of reference and example documents

An effective board controls the business but delegates day to day responsibility to the executive management. That said there are a number of matters which are required to be or, in the interests of the company, should only be decided by the board of directors as a whole. It is incumbent upon the board to make it clear what these matters reserved for the board are inline with the UK Corporate Governance Code (the ’Code’) that states: ’There should be a formal schedule of matters specifically reserved for the board’s decision’ and that the annual report should contain a high level statement of which types of decisions are to be taken by the board and which are to be delegated to management.

This guidance note will aid directors and company secretaries in drawing up such a schedule of matters reserved for the board and has been designed to apply to an ultimate holding company expected to comply with the Code, it may be adapted for use by other companies, as appropriate.

Guidance note withdrawn

This guidance note has been withdrawn as it was out of date and has not been updated owing to low usage levels.

If you would like us to review this decision, please let us know at, quoting the title of the guidance note, so that we can establish the level of demand for this work and prioritise accordingly.

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