1. Membership
1.1 The membership of the Standing Board Committee will be as determined by the Board from time to time with a minimum of two Directors.
2. Secretary
3. Quorum
4. Duties
4.1 The Board hereby delegates authority to the Standing Board Committee to deal with the following:
a) To approve the opening of new ordinary current or deposit account banking facilities, the persons to act as the authorised signatories and the authority limits of all bank accounts in the United Kingdom and overseas.
b) To approve arrangements with financial institutions for dealing in the following:
(i) money market instruments;
(ii) currency instruments;
(iii) interest rate instruments;
(iv) change traded futures and options contracts; and
(v) sale and repurchase agreements.
4.2 To approve guarantees and indemnities to be provided by the Company up to a
maximum liability in each case of £1 million or its equivalent (at the time of approval
of authorisation) in any other currency required in connection with the issue of bonds,
guarantees, indemnities or letters of credit or other financial accommodation by any bank, surety group or financial institution on its behalf.
4.3 To approve guarantees and indemnities (whether in respect of any financial obligation or otherwise) including (but not limited to) any such guarantee or indemnity required to be given in respect of the obligations of any Group subsidiary company of up to £1 million in each case or its equivalent (at the time of approval or authorisation) in any other currency.
4.4 To issue comfort letters, whether in respect of any financial obligation or otherwise.
4.5 To allot shares in the Company to satisfy awards of shares under its executive and employee share plans and to approve the market purchase or transfer out of treasury of shares for the same purpose. Allotments of shares to Directors following the exercise of awards under the plans must also be agreed by the Chairman of the Board, or in their absence, the Chairman of the Remuneration Committee.
4.6 To review the monthly summary of treasury activities and issues.
4.7 To declare and to pay dividends on the Company's preference stock.
4.8 To appoint representatives of the Group to attend member's meetings of subsidiary or related companies.
4.9 To grant powers of attorney in respect of a shareholding in any subsidiary or related company.
4.10 To approve the taking of UK property into the ownership of property owning companies in the Group and the execution of such documents as may be required.
4.11 To exercise control over the dissemination of information to third parties.
4.12 To apply for listing of ordinary shares on the London Stock Exchange pursuant to any of the Company's approved employee share schemes from time to time in force and to authorise the payment of any listing fee and to render any returns or give any consents to the London Stock Exchange or any other regulatory body including the allotment of shares on the exercise of options.
4.13 To authorise, using Renold plc's direct or indirect shareholding in any subsidiary or related company, the declaration and payment of dividends and/or other remittances to the parent company.
5. Reporting
5.1 All Standing Board Committee minutes will be presented to the following Board meeting for information.
6. Powers
6.1 The Standing Board Committee may authorise:
a) any Director or the Company Secretary to execute and deliver any agreement, document or instrument and to do any act or thing for or in connection with any of the above transactions, arrangements and other matters, including but not limited to, a power of attorney or other document under which the execution and delivery of any agreement, document or instrument constituting or evidencing any of the transactions, arrangements or other matters referred to above will be effected;
b) officials of the Company to sign declarations, affidavits, warrants, bills of lading and other official documents, relating to patents, trade marks, customs, shipping, government returns, taxation documents, bad debts, liquidations and other similar matters as may from time to time be required to be completed in the normal course of business;
c) the appointment of individuals to act on behalf of the Company in relation to matters for which it has authority or responsibility and specifically delegate to the Company Secretary the authority to approve the exercise of options and allotment of shares under any of the Company share plans; and
d) any other matters specifically delegated to the Standing Board Committee by the Board.
Approved and adopted by the Board on 15 July 2020.
