Illustrative List of Matters Reserved for the Board

To ensure effective governance and clear accountability, it is essential to delineate the matters that are reserved for decision by the board of directors. These are typically issues of strategic importance, material financial impact, or matters that relate to the organisation’s overall governance framework.

By formally reserving certain powers, the board maintains oversight of key areas while allowing day-to-day operational decisions to be delegated appropriately to executive management.

The following list outlines the typical areas where board-level approval is required, reflecting best practice in corporate governance and aligning with the board’s collective responsibility for the long-term success and sustainability of the organisation.

Appointment, reappointment or removal of external auditors, and approval of their terms of engagement and audit scope

Review of auditor reports and key audit findings

Approval of annual and interim financial statements

Approval and recommendation of dividend policy and payments

Adoption or significant changes to accounting policies

Endorsement of financial communications to shareholders (e.g., results announcements, shareholder circulars other than routine notices)
Approval of the organisation’s commercial strategy and annual operating and capital budgets

Sanctioning of major investments, capital projects or transactions above a defined financial threshold (e.g., €X million)

Approval of material disposals or acquisitions

Authorisation of significant borrowing arrangements or treasury-related exposures beyond approved limits

Entry into contracts which fall outside the ordinary course of business
Approval of changes to the capital structure of the organisation

Amendments to governance documents such as the constitution or articles of association

Changes to the organisational or management control structure

Appointment and removal of directors, including subsidiary board appointments

Appointment or removal of the company secretary

Determination of the roles, responsibilities and terms of reference for the chair, board members and board committees.
Approval of executive remuneration frameworks, including policies for directors and senior executives

Oversight of share schemes or long-term incentive plans

Determination of pension arrangements or material changes to pension scheme rules