Within the framework of its duties and responsibilities generally, including those prescribed by statute, regulations and the articles of association, the board has delegated to committees or individuals, including the chairman and group chief executive as indicated in the notes on their roles, but should deal with the following:
LLOYDS BANKING GROUP PLC
1. Statutory Requirements
Reserved
1.1 Approval of interim and final financial statements.
1.2 Approval of any interim and recommendation of final dividends.
Delegated
The declaration of dividends, release of interim and preliminary results announcements are approved by a Board Committee (comprising the Chairman, Group Chief Executive and Group Finance Director).
Reserved
1.3 Approval of the Annual Report & Accounts and Form 20-F.
1.4 Approval of any significant change in accounting policies or practices.
1.5 Appointment (or removal) of the Company Secretary.
1.6 Appointment, resignation or dismissal of the Chief Risk Officer.
1.7 Authorisation for Directors’ conflicts or potential conflicts of interest.
1.8 The Board recommends the appointment or removal of auditors to shareholders following the recommendation of the Audit Committee.
1.9 Approval of resolutions and associated documentation for shareholders at a general meeting.
Delegated
The appointment, resignation or dismissal of the CRO will be reviewed by the Risk Oversight Committee and a recommendation made to the Board for approval.
2. Regulatory Requirements
Reserved
2.1 Approval of all shareholder circulars, prospectuses and listing particulars.
2.2 Approval of announcements or press releases concerning matters reserved to the Board.
Delegated
Routine regulatory announcements that do not concern matters reserved to the Board may be approved by the Group Finance Director. Approval of routine regulatory announcements concerning matters reserved to the Board, circulars, prospectuses, listing particulars or press releases may be delegated to the Disclosure Committee or, if appropriate, a Transaction Committee.
3. Board Membership and Board Committees
3.1 Determining board structure, size and composition, including appointments and removals on the recommendation of the Nomination and Governance Committee.
3.2 Assurance that succession planning for the board members, including the Chairman and Group Chief Executive, and for senior management is in place. The Nomination and Governance Committee reviews succession planning in respect of Executive Directors.
3.3 Ratification of the membership of the Audit, Risk Oversight and Remuneration Committees, as agreed by the Nomination and Governance Committee, and submitted to the Board at the next scheduled meeting and at least annually.
3.4 Approval of the continuation in office of Directors seeking re-election at the AGM following the recommendations of the Nomination and Governance Committee.
3.5 Determining the role, including capabilities and time commitment, of the Chairman, Deputy Chairman, Senior Independent Director, Non-Executive Directors, the Group Chief Executive and Executive Directors following the recommendations of the Nomination and Governance Committee.
4. Structure and Capital
4.1 Approval of major changes to the Group’s corporate and organisational structure.
4.2 Approval of major changes to the Company’s capital structure.
4.3 Approval of the basis for allocation of capital through the annual Capital Plan.
4.4 Approval of capital projects, investments, acquisitions, mergers or disposals of companies or the assets within those companies, exceeding £100m.
4.5 Approval of acquisitions and disposals of Special Purpose Vehicles used in structured transactions, and related guarantees and indemnities, exceeding £2bn.
4.6 Approval of issues of new ordinary shares under prevailing shareholder authority.
5. Remuneration
Reserved
5.1 Approval of the framework for determining the policy and specific remuneration packages of Executive Directors.
Delegated
The framework for determining the policy and specific remuneration packages of Executive Directors and members of the Group Executive Committee and Principle 8 individuals (as defined in the FSA Code on Remuneration, i.e. a person who performs a significant influence function for a firm, or an employee whose activities have, or could have, a material impact on the firm’s risk profile) is approved by the Remuneration Committee.
Reserved
5.2 Approval of the Chairman’s and Deputy Chairman’s remuneration.
5.3 Approval of non-executive directors’ remuneration.
Delegated
Fees payable to the Chairman and Deputy Chairman will be agreed by the Remuneration Committee and recommended to the Board for approval.
Fees payable to non-executive directors are considered by the Chairman and Group Chief Executive and recommended to the Board for approval.
Reserved
5.4 Approval of major changes in employee share schemes.
5.5 Approval of policy relating to Group pensions and significant pension scheme issues.
Delegated
Major changes in employee shares schemes and pensions policy, i.e. changes which are not of an administrative nature, will be recommended to the Board by the Remuneration Committee.
6. Corporate Governance
6.1 Approval of the process for the performance evaluation of the Board and Board Committees and review of findings.
6.2 Determination of the independence of Non-Executive Directors following the recommendations of the Nomination and Governance Committee.
6.3 Approval of the corporate governance framework as set out in the Board Governance Framework.
LLOYDS BANKING GROUP STRATEGY AND MANAGEMENT
7. Strategy
7.1 Approval of the Group’s strategy and long term objectives, and review of delivery of the strategy.
7.2 Approval of the Medium Term Plan and the annual budget, and review of performance against plan.
8. Delegation of Authority
8.1 Approval of the high level framework of board delegations, including the matters reserved to the Board and authority of the Group Chief Executive.
8.2 Approval of Board Committee terms of reference.
9. Risk Management
9.1 Ensuring the Group manages risk effectively by:-
9.2 Ensuring that the executive management of the Group:
10. Policies
10.1 Approval of the Share Dealing Code.
10.2 Approval of Group Principles and the high level Governance Policy.
11. Contracts & Agreements
11.1 Approval of new contracts where the cost impact of the lifetime value exceeds £100m and existing contracts where the cost impact exceeds £200m.
11.2 Approval of any contract outside the normal course of business, which exposes the Group or a company within the Group to unlimited legal liability.
12. Other Matters
12.1 Approval of policy for charitable and political donations.
12.2 Reviewing and monitoring perceptions of Lloyds Banking Group by the investing community and the media.
12.3 Approval of the appointment of the Group’s main professional advisers and their fees, where significant.
12.1 Approval of policy for charitable and political donations.
12.2 Reviewing and monitoring perceptions of Lloyds Banking Group by the investing community and the media.
12.3 Approval of the appointment of the Group’s main professional advisers and their fees, where significant.
