delegation of authority - paypoint plc

PayPoint plc

DELEGATION OF AUTHORITY

Approved by the Board of Directors on 18 May 2017

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PAYPOINT PLC

DELEGATION OF AUTHORITY

1 Background and objective.

1.1 The object of this document is to record the delegation of authority by the Board of PayPoint plc.

(the Company).

2 The Board

2.1 The Board is responsible for managing the Company’s business.

2.2 The Board has delegated authority to the Chief Executive and the Group Finance Director.

2.3 The Chief Executive has delegated authority to the Executive Board and to the Managing Director

and Finance Director of PayPoint Romania and PayPoint Payment Service Ltd.

2.4 The Board has established the following committees, the terms of reference and membership of

which are set out in the attached Appendices:

2.4.1 Audit Committee;

2.4.2 Remuneration Committee;

2.4.3 Nominations Committee; and

2.4.4 Market Disclosure Committee

3 Principles of delegation of authority

3.1 Delegation under this document does not diminish the responsibility of the delegator.

3.2 Matters reserved to the non-executive directors may only be delegated to other non-executive

directors.

3.3 The Nominations Committee may not delegate any of its powers.

3.4 Each committee or individual with specific delegated authority can sub-delegate to the extent of

that authority. Each delegator or authority must approve sub-delegation and maintain an up to

date record of it.

3.5 The sponsor of each request for approval of expenditure or the commitment of the Company’s

resources is responsible for obtaining all the required approvals before entering into

commitments.

3.6 Any person approving expenditure or the commitment of the Company’s resources should do so

only when they personally support it, having given appropriate consideration to the risks, costs

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and benefits and when they are satisfied these have been fairly represented in the sponsor’s

request for approval.

3.7 Individuals may not combine their delegated authorities.

3.8 If in doubt as to the operation of delegated authority, advice should be sought from the Company

Secretary.

4 Reserved matters

4.1 Appendix I sets out those matters that must be approved by the Board.

5 General financial limits

5.1 The executive directors, the Executive Board and the managing and finance directors of

subsidiary businesses of PayPoint plc are responsible for implementing the Board’s approved

strategy and business plan and are authorised to take such action as is necessary in pursuit of

these objectives, except for any matter reserved to the Board (Appendix I). The financial limits set

out below relate to matters not included in (nor incidental to) the approved business plan or

strategy (but not any matter reserved to the Board) and relate to the total capital and revenue

expenditure, including internal time and the assumption of liabilities, whether actual or contingent.

5.2 Projects must not be artificially divided.

5.3 The financial limits are:

Authorising Body Authority

Board Unlimited (subject to Companies Act

and UK Listing Authority rules, which

may also require shareholder

approval)

Chief Executive £1,000,000

Group Finance Director £500,000

5.4 Proposals for investment outside of budget

5.4.1 Proposals should be evaluated against four screening criteria: strategic fit, internal rate of

return, strategic impact and practicality. For items requiring board approval, outlines should be

submitted before approval to enable preliminary review.

5.4.2 All proposals must contain a fair analysis of the risks, costs, assumption of liabilities (both actual

and contingent) and benefits.

5.4.3 Where it becomes apparent that the cost is likely to exceed the approved cost or where the

likely rate of return is lower than proposed or where material facts emerge that were not

included in the approval, further approval is required, before continuation.

5.5 Financial & Treasury Policy

5.5.1 The Financing & Treasury Policy of the Company can found at Appendix VI.

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5.6 Confidentiality

5.6.1 The confidentiality obligations included in the directors’ service contracts are waived for the

Chief Executive (and, in the absence of the Chief Executive, for the Finance Director) during,

but not after their employment, for statements made to the media on any issue in connection

with the Company’s approved strategy and business plan.

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Matters reserved to the Board Appendix I

1. Responsibility for the overall leadership of the Group (The Company and its subsidiary

undertakings) and setting the Group’s values and standards.

2. Approval of the corporate strategy of the Group and the annual, operating and capital expenditure

budgets and any material changes to them;

3. Oversight of the Group’s operation and management, giving full consideration to top level

organisational structure and changes thereto;

4. Change relating to the capital structure of the Company, including in particular the issue and

allotment of shares and share buy backs (except under employee share plans);

5. Approval of the acquisition and disposal of assets of the Company or its subsidiaries in excess of

the financial limits of authority delegated under Section 5 above and the approval of the acquisition

of any business;

6. Extension of the Group’s activities into new business or geographic areas, or any decision to cease

to operate all or any material part of the Group’s business.

7. Approval of investments in capital projects in excess of the financial limits of authority delegated

under Section 5 above;

8. Any changes to the Company’s listing or its status as a plc.

9. Approval of interim and preliminary announcements;

10. Approval of the annual report and accounts, including the corporate governance statement and

remuneration report;

11. Approval of the dividend policy.

12. Declaration of any interim dividend(s) and recommendation of the final dividend;

13. Recommendations for the appointment and removal of auditors and the appointment to fulfil a

temporary vacancy and the approval of the remuneration of the auditors;

14. Prosecution, defence or settlement of litigation when the gross sum involved is in excess of

£0.5 million or being otherwise material to the interests of the Group;

15. Approval of any significant change in accounting policies or practices;

16. Approval of the Financing & Treasury policy guarantees third party obligations and the pledging or

giving security over the Group’s assets in excess of £250,000 (other than in the ordinary course of

finance leasing);

17. Approval of the overall levels of insurance for the group including Directors’ and Officers’ liability

insurance;

18. Selection of the Chairman and the Chief Executive and terms of appointment of Chairman, Chief

Executive and executive directors;

19. Establishment of Board committees, their terms of reference and membership and any authority

delegated to them;

20. Appointment and removal of directors of the Company and the Company Secretary;

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21. Setting the remuneration policy for the directors, Company Secretary and other senior executives

and their terms and conditions of employment;

22. Determining the remuneration of the non-executive directors, subject to the Company’s articles of

association;

23. The introduction of new share incentive plans or major changes to existing plans, to be put to

shareholders for approval;

24. Review of the Group’s overall corporate governance arrangements including review of internal

controls;

25. Major changes in the rules of the company pension schemes, or changes of trustees or, when

subject to the approval of the Company, changes in the fund management arrangements;

26. Political donations;

27. Extension of the Group’s business into new business or geographical areas;

28. Any decision to cease to operate all or any material part of the Group’s business;

29. Review of the Group’s corporate responsibility arrangements including health and safety at work,

Data Protection Act and environmental matters;

30. Approval of Notice of a General Meeting and any other circulars to be sent to shareholders;

31. Approval of press releases concerning matters decided by the board;

32. Approval of all circulars, prospectuses and listing particulars.

33. Amendment of the Delegation of Authority and reserved matters;

34. Approval of policies, including but not limited to:

Statement of ethical principles;

Share dealing code;

Bribery corruption awareness;

Anti-slavery and human trafficking policy;

Diversity policy

Whistleblowing policy ;

Health and safety policy;

Communications policy; and

Charitable donations policy.

35. Managing the process of reviewing and giving consideration to disclosed Director conflicts, or

potential conflicts, of interest and, where appropriate, authorising said conflicts in accordance with

the Company’s articles of association;

36. Conduct an adequate annual evaluation of its own performance, that of its committees, the

Chairman, the Chief Executive and, in consultation with the Chief Executive, other Executive

Directors;

37. Approval of the appointment of the Company’s main professional advisers and their fees, where

significant; and

38. Any other matter as determined from time to time by the board.

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Appendix II

THE AUDIT COMMITTEE

TERMS OF REFERENCE

Reference to “the Committee” shall mean the Audit Committee.

Reference to “the Board” shall mean the Board of Directors.

1. Membership

1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Audit Committee. The Committee shall be made up of at least 2 members, each of whom is an independent non-executive director.

1.2 All members of the Committee shall be independent non-executive directors at least one of whom

shall have recent and relevant financial experience. The Chairman of the board shall not be a member of the Committee.

1.3 Only members of the Committee have the right to attend Committee meetings. However, other

individuals such as the Chairman of the Board, Chief Executive, Finance Director, other directors and representatives from the finance function and internal audit may be invited to attend all or part of any meeting as and when appropriate.

1.4 The external auditors will be invited to attend meetings of the Committee on a regular basis as

determined by the Audit Committee Chairman. 1.5 Appointments to the Committee shall be for a period of up to three years, which may be extended

for two further three year periods, provided the director remains independent.

1.6 The Board shall appoint the Committee Chairman who shall be an independent non-executive

director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

1.7 Care should be taken by the Committee to minimise risk of any conflict of interest that might be

seen to give rise to an unacceptable influence.

2. Secretary

2.1. The Company Secretary or their nominee shall act as the Secretary of the Committee.

3. Quorum

3.1. The quorum necessary for the transaction of business shall be 2 members. A duly convened

meeting of the Committee at which a quorum is present shall be competent to exercise all or any

of the authorities, powers and discretions vested in or exercisable by the Committee.

4. Frequency of Meetings

4.1. The Committee shall meet at least three times a year at appropriate times in the reporting and

audit cycle and otherwise as required.

4.2. Outside of the formal meeting programme, the committee chairman will maintain a dialogue with

key individuals involved in the company’s governance, including the board chairman, the chief

executive, the finance director, the external audit lead partner and the internal audit partner.

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5. Notice of Meetings

5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request

of any of its members or at the request of external or internal auditors if they consider it

necessary.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together

with an agenda of items to be discussed, shall be forwarded to each member of the Committee,

any other person required to attend and all other non-executive directors, no later than 5 working

days before the date of the meeting. Supporting papers shall be sent to Committee members

and to other attendees as appropriate, at the same time.

6. Minutes of Meetings

6.1. The Secretary shall minute the proceedings and resolutions of all meetings of the Committee,

including recording the names of those present and in attendance.

6.2. The Secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of

interest and minute them accordingly.

6.3. Minutes of Committee meetings shall be circulated promptly to all members of the Committee

and, once agreed, to all members of the Board.

7. Annual general meeting

The committee chairman should attend the annual general meeting to answer shareholder

questions on the committee’s activities.

8. Duties

The Committee shall:

8.1. Monitor the integrity of the financial statements of the Company and any formal announcements

relating to the company’s financial performance, reviewing significant financial reporting

judgements contained in them including:

8.1.1. the review, and challenge where necessary of, the actions and judgements of management

in relation to: the company’s financial statements (and material information presented with

them); strategic report; interim reports, preliminary announcements and related formal

statements before submission to the Board;

8.1.2. the Committee shall pay particular attention to: significant accounting policies and

practices, and any changes in them; significant financial reporting issues, estimates and

decisions requiring a major element of judgement; the extent to which the financial

statements are affected by any significant or unusual transactions in the year and how they

are disclosed; the clarity and completeness of disclosures; significant adjustments

resulting from the audit; the going concern assumption and viability statement; compliance

with accounting standards; compliance with regulatory and legal requirements; and

8.1.3. reviewing and approving the company’s statement on internal control and risk management

prior to endorsement by the Board.

8.2. Review and monitor the Company’s internal financial controls and internal control and risk

management systems including:

8.2.1. the Company’s arrangements by which employees and contractors may, in confidence,

raise concerns about possible improprieties in matters of financial reporting, financial

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control or any other matters and by which the Company ensures appropriate investigation

and follow-up action;

8.2.2. the integrity of the Company’s internal financial controls, including management’s and the

internal auditor’s reports on the effectiveness of systems of internal financial control,

financial reporting and risk management;

8.2.3. the steps taken to ensure that new products, operations and activities are integrated into

the framework and philosophy of internal control;

8.2.4. the scope and effectiveness of the systems established by management to identify,

assess, manage and monitor financial and non-financial risks, including fraud, and the

related internal control systems;

8.2.5. the Company’s systems and controls for the prevention of bribery and receipt of reports on

non-compliance;

8.2.6. the statements included in the annual report on internal control and management of risk;

and

8.2.7. monitor compliance with applicable external legal and regulatory requirements.

8.3. Monitor and review internal audit including:

8.3.1. the effectiveness of the arrangements for internal audit; the appointment and removal of

the person and firm responsible of the operation of the Internal Audit function. This person

should have unfettered access to the Audit Committee and its Chairman;

8.3.2. internal audit’s remit and programme and ensure that it is adequately resourced and has

appropriate standing within the Company;

8.3.3. management’s response to major internal audit recommendations;

8.3.4. receiving a report on the results of the internal auditor’s work on a periodic basis;

8.3.4.1. meeting with the internal audit function at least once a year without the presence of

management; and

8.3.4.2. the effectiveness of the Company’s internal audit function, in the context of the Company’s

overall risk management system.

8.3.5. establish and oversee the Company’s relationships with the external auditor including:

8.3.6. consider and make recommendations to the board, to be put to shareholders for approval

at the AGM, in relation to the appointment, reappointment and removal of the external

auditor;

8.3.7. the terms of engagement and the remuneration to be paid to the external auditor in respect

of audit services provided, recommending the audit fee to the Board;

8.3.8. the qualification, expertise and resources of the external auditors annually;

8.3.9. the independence and objectivity of the external auditor annually;

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8.3.10. the external audit firm’s compliance with United Kingdom ethical guidance and its policies

and procedures for maintaining independence and monitoring compliance with relevant

requirements;

8.3.11. the Company’s policy on the provision of non-audit services by the auditor, taking into

account relevant ethical guidance, and ensure that the provision of such services does not

impair the external auditor’s independence or objectivity, taking into account the criteria

which govern the compensation of the individuals performing the external audit;

8.3.12. the explanation in the annual report of how auditor objectivity and independence are

safeguarded;

8.3.13. the Company’s policy for the employment of former employees of the external auditor;

8.3.14. the nature and scope of the audit in order to ensure that appropriate plans are in place at

the start of each annual cycle;

8.3.15. the findings of the external auditors work, including but not limited to any major issues,

resolved and unresolved; compliance with accounting standards; key accounting and audit

judgements; levels of errors identified; and obtaining explanations for unadjusted errors;

8.3.16. meeting the external auditors without management being present to discuss the auditor’s

remit and any issues arising from the audit;

8.3.17. a review of the audit representation letters before signature by management;

8.3.18. the assessment, at the end of the annual external audit cycle, the effectiveness of the

external audit process, taking into account relevant UK professional and regulatory

requirements;

8.3.19. the content of the external auditor’s management letter and other, major internal control

recommendations and management’s responses to the findings and recommendations;

and

8.3.20. investigation of any issues and consideration of appropriate actions in the event that the

external auditor resigns; the development and application of a formal process on reviewing

the existing audit contract and the criteria and arrangements for re-tendering that contract;

8.4. Oversee the work of the Cyber Security and Information Technology sub-committee which the

Committee has established and to which it has sub-delegated responsibility for cyber security

and information technology matters pertaining to the Company and its subsidiaries. Oversight

of the work of the Cyber Security and Information Technology sub-committee would include

review of reports produced by and meeting minutes of the sub-committee.

8.5. Oversee other matters including:

8.5.1. the arrangements and where relevant the work and outputs of other external advisors

appointed in areas that fall within or overlap the Committee’s responsibilities; and

8.5.2. other topics, as defined by the Board.

8.6. Where requested by the Board, provide advice on whether the annual report and accounts,

taken as a whole, is fair, balanced and understandable, and provides the information

necessary for shareholders to assess the Company’s performance, business model and

strategy.

9. Reporting

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9.1. The Committee shall report to the Board on its proceedings after each meeting, including in the

report: any matters in respect of which it considers that action or improvement is needed or

when it is not satisfied with any aspect of the proposed financial reporting and making

recommendations as to the steps to be taken; Its assessment of the effectiveness of the

external audit process and its recommendation on the appointment or reappointment of the

external auditor; and any other issues on which the board has requested the Committee’s

opinion.

9.2. The Committee shall compile a report on its activities to be included in the annual report. The

report should include an explanation of how the Committee has addressed the effectiveness of

the external audit process; the significant issues that the committee considered in relation to

the financial statements and how these issues were addressed, having regard to matters

communicated to it by the auditor; an all other information requirements set out in the UK

Corporate Governance Code (the Code).

9.3 The Secretary shall circulate the minutes of meetings of the Committee to all members of the

Board, and the Chairman of the Committee shall, as a minimum, attend the Board meeting at

which the accounts are approved.

9.4. The role and responsibilities of the Committee and the actions taken by the Committee to

discharge those responsibilities shall be disclosed in the annual report and accounts

9.5. The Chairman of the Committee shall attend the AGM and shall answer questions, through the

Chairman of the Board, on the Committee’s activities and their responsibilities.

10. Other Matters

11.


10.1 have access to sufficient resources in order to carry out its duties, including access to the

company secretariat for assistance as required;

10.2 be provided with appropriate and timely training, both in the form of an induction programme

for new members and on an ongoing basis for all members;

10.3 give due consideration to laws and regulations, the provisions of the Code and the

requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and

Transparency Rules and any other applicable rules, as appropriate;

10.4 oversee any investigation of activities which are within its terms of reference;

10.5 work and liaise as necessary with all other board committees; and

10.6 arrange for periodic reviews of its own performance and, at least annually, review its

constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board.

12. Authority

The Committee is authorised:

11.1. to seek any information it requires from any employee of the company in order to perform its duties;

11.2. to obtain, at the company’s expense, outside legal or other professional advice on any matter

within its terms of reference; and 11.3. to call any employee to be questioned at a meeting of the Committee as and when required.

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THE AUDIT COMMITTEE

MEMBERS

Giles Kerr (chairman)

Gill Barr

Rakesh Sharma

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Appendix III

THE REMUNERATION COMMITTEE

TERMS OF REFERENCE

Reference to “the Committee” shall mean the Remuneration Committee.


1. Membership

1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the

Nomination Committee in consultation with the Chairman of the Remuneration Committee. The

Committee shall be made up of at least 3 members. If the Committee is made up of this minimum

number, all of its members shall be independent non-executive directors.

1.2. Only members of the Committee have the right to attend Committee meetings. However, other

individuals such as the Chief Executive, the head of human resources and external advisers may

be invited to attend for all or part of any meeting as and when appropriate.

1.3. Appointments to the Committee shall be for a period of up to three years, which may be extended

for two further three-year periods, provided the director remains independent.

1.4. The Board shall appoint the Committee Chairman who shall be an independent non-executive

director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining

members present shall elect one of themselves to chair the meeting. The Chairman of the Board

shall not be Chairman of the Committee.

2. Secretary

2.1. The Company Secretary or their nominee shall act as the Secretary of the Committee and will

ensure that the Committee receives information and papers in a timely manner to enable full and

proper consideration to be given to the issues.

3. Quorum

3.1 The quorum necessary for the transaction of business shall be 2. A duly convened meeting of

the Committee at which a quorum is present shall be competent to exercise all or any of the

authorities, powers and discretions vested in or exercisable by the Committee.

4. Meetings

4.1. The Committee shall meet at least twice a year and at such other times as the Chairman of the

Committee shall require.


5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request

of any of its members.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together


any other person required to attend and all other non-executive directors, no later than 5 working

days before the date of the meeting. Supporting papers shall be sent to Committee members

and to other attendees as appropriate, at the same time.

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6.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings,

including the names of those present and in attendance.


and, once agreed, to all members of the Board, unless a conflict of interest exists.

7. Annual General Meeting

7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond

to any shareholder questions on the Committee’s activities.

8. Duties


8.1. determine and agree with the Board the framework or broad policy for the remuneration of the

company’s Chief Executive, Chairman, the executive directors, the company secretary and such

other members of the executive board as it is designated to consider. The remuneration of non-

executive directors shall be a matter for the Chairman and the executive members of the Board.

No director or manager shall be involved in any decisions as to their own remuneration;

8.2. in determining such policy, take into account all factors which it deems necessary, including:

8.2.1. the appropriate balance between fixed and performance-related remuneration, and

between immediate and deferred remuneration;

8.2.2. the need to promote the long-term success of the Company without paying more than is

necessary;

8.2.3. the views of shareholders and other stakeholders, and

8.2.4. the Company’s risk appetite and risk management strategy.

The objective of such policy shall be to ensure that members of the executive management of

the Company are provided with appropriate incentives to encourage enhanced performance

and are, in a fair and responsible manner, rewarded for their individual contributions to the

success of the Company;

8.3. when setting remuneration for directors, have regard to pay and employment conditions across

the Company, especially when determining annual salary increases;

8.4. review the ongoing appropriateness and relevance of the remuneration policy;

8.5. approve the design of, and determine targets for, any performance related pay schemes

operated by the company and approve the total annual payments made under such schemes;

8.6. review the design of all share incentive plans for approval by the Board and shareholders. For

any such plans, determine each year whether awards will be made, and if so, the overall

amount of such awards, the individual awards to executive directors and other senior executives

and the performance targets to be used. The Committee shall monitor and assess any

performance conditions applicable to any long-term incentive awards and ensure that the

performance conditions are clearly linked to the strategy and enhancement of shareholder value

and are fully explained;

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8.7. put in place appropriate recovery provisions (clawback or malus) to protect against rewards for

failure, and ensure that any performance-related payments reflect actual achievements;

8.8. ensure that all incentive arrangements are aligned to the Company’s risk policies and systems;

8.9. determine the policy for, and scope of, pension arrangements for each executive director and

other senior executives and in particular review the pension consequences and associated

costs to the Company of basic salary increases and any other changes to pension

arrangements;

8.10. approve the terms of the service contracts, the duration of which shall not exceed one year’s

notice period, for executive directors and other members of the executive board and any

material amendments to those contracts;

8.11. determine the policy for, and scope of, termination payments and compensation commitments

for each executive director and other members of the executive board. Ensure that there is a

clear policy to link non-contractual payments to performance;

8.12. ensure that contractual terms on termination, and any payments made, are fair to the individual,

and the company, and in accordance with legal and regulatory requirements; ensure that failure

is not rewarded and that the duty to mitigate loss is fully recognised;

8.13. within the terms of the agreed policy and in consultation with the Chairman and/or Chief

Executive as appropriate, determine the total individual remuneration package of each

executive director and other members of the executive board including salary, bonuses,

incentive payments and share options or other share awards, pension arrangements and other

benefits in cash or in kind. Ensure, where relevant, that any payments made to executive

directors are permitted under the latest shareholder approved remuneration policy and, if not,

that either a revised remuneration policy or the proposed payment is submitted for shareholder

approval;

8.14. in determining such packages and arrangements, give due regard to any relevant legal

requirements, the provisions and recommendations in the FRC’s UK Corporate Governance

Code and the FCA’s UK Listing Rules and associated guidance;

8.15. review and note annually the remuneration trends across the Company or Group, and keep

abreast of external remuneration trends and market conditions;

8.16. oversee any major changes in employee benefits structures throughout the Company or Group;

8.17. agree the policy for authorising claims for expenses from the Chief Executive and Chairman;

8.18. exercise appropriate discretion or judgement on remuneration issues in accordance with the

remuneration policy;

8.19. engage in appropriate discussions as necessary with institutional investors on policy or any

other aspects of remuneration;

8.20. consider such other matters as are referred to the Committee by the Board;

8.21. be exclusively responsible for establishing the selection criteria, selecting, appointing and

setting the terms of reference for any remuneration consultants who advise the committee: and

to obtain reliable, up-to-date information about remuneration in other companies. The

Committee shall have full authority to commission any reports or surveys which it deems

necessary to help it fulfil its obligations; and

8.22. work and liaise as necessary with all other Board committees.

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9. Reporting Responsibilities

9.1. The Committee Chairman shall report formally to the Board on its proceedings after each

meeting on all matters within its duties and responsibilities.

9.2. The Committee shall make whatever recommendations to the Board it deems appropriate on

any area within its remit where action or improvement is needed.

9.3. The Committee shall:

9.3.1. Produce an annual report of the company’s remuneration policy and practices which will

form part of the company’s annual report and which shall include:

i. An annual statement from the Committee Chairman providing a summary of the

Company’s remuneration policy and the annual report on remuneration;

ii. The directors’ remuneration policy; and

iii. An annual report on directors’ remuneration.

The directors’ remuneration policy and the annual report on directors’ remuneration

should include the information required to be disclosed by the Large and Medium-sized

Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the

Companies Act 2006 (including any regulations made under that Act), the Code, the

Listing Rules (as published by the Financial Conduct Authority) (Listing Rules) and any

other relevant statutory, regulatory or governance codes are fulfilled;

2) Submit the directors’ remuneration policy for approval by the board and shareholders:

9.3.1.1. Every three years;

9.3.1.2. In any year in which there is a change to the policy;

9.3.1.3. If shareholder approval was not obtained when last submitted; or

9.3.1.4. If majority shareholder approval was not achieved on the last submitted annual

report on directors’ remuneration;

3) Submit the annual report on directors’ remuneration for approval by the board and

shareholders annually;

9.4 If the Committee has appointed remuneration consultants, identify in the annual report on

directors’ remuneration, the name of the consultants and state whether they have any

connection with the Company.

9.5 The Committee shall ensure, through the Chairman of the Board, that the Company maintains

contact as required within its principal shareholders about remuneration.

10 Other


10.1 Have access to sufficient resources to carry out its duties, including access to the company

secretariat for assistance as required. 10.2 Give due consideration to laws, regulations and any published guidelines or recommendations

regarding the remuneration of directors of listed/non listed companies and the design and operation of share schemes including but not limited to the provisions of the FRC’s UK Corporate Governance Code, the requirements of the FCA’s Listing Rules, and the Disclosure and Transparency Rules as well as guidelines published by Institutional Shareholder Services,

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the Investment Association, the National Association of Pension Funds, the GC100, and any other applicable rules, as appropriate.

10.3 Arrange for periodic reviews of its own performance and, at least annually, review its

constitution and terms of reference to ensure it is operating at maximum effectiveness and

recommend any changes it considers necessary to the board for approval.

11 Authority

11.1 The Committee is authorised by the Board to seek any information it requires from any

employee of the company in order to perform its duties. 11.2 In connection with its duties the

Committee is authorised by the Board to have access to the Company’s documents and

information, and to obtain, at the company’s expense, any outside legal or other professional

advice.

THE REMUNERATION COMMITTEE

MEMBERS

Rakesh Sharma (chairman)

Gill Barr

Giles Kerr

Nicholas Wiles

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Appendix IV

THE NOMINATION COMMITTEE

TERMS OF REFERENCE

Reference to “the Committee” shall mean the Nomination Committee.


1. Membership

1.1. Members of the Committee shall be appointed by the Board and shall be made up of least 3

members, the majority of whom should be independent non-executive directors.

1.2. Only members of the Committee have the right to attend Committee meetings. However, other

individuals such as the Chief Executive, the head of human resources and external advisers

may be invited to attend for all or part of any meeting, as and when appropriate.

1.3. Appointments to the Committee shall be for a period of up to three years, which may be

extended for two further three-year periods provided that the majority of the Committee

members remain independent.

1.4. The Board shall appoint the Committee Chairman who should be either the Chairman of the

Board or an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

2. Secretary 2.1. The Company Secretary or their nominee shall act as the Secretary of the Committee.

3. Quorum

3.1. The quorum necessary for the transaction of business shall be 2 both of whom must be

independent non-executive directors. A duly convened meeting of the Committee at which a

quorum is present shall be competent to exercise all or any of the authorities, powers and

discretions vested in or exercisable by the Committee.

4. Frequency of Meetings

4.1. The Committee shall meet at least once a year and at such other times as the Chairman of the

Committee shall require.


5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the

request of the Chairman of the Committee.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together


any other person required to attend and all other non-executive directors, no later than 5

working days before the date of the meeting. Supporting papers shall be sent to Committee

members and to other attendees as appropriate, at the same time.

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6.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings,

including the names of those present and in attendance.


and the Chairman of the Board and, once agreed, to all other members of the Board, unless a

conflict of interest exists.

7. Annual General Meeting

7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond

to any shareholder questions on the Committee’s activities.

8. Duties

8.1. The Committee shall:

8.1.1. regularly review the structure, size and composition (including the skills, knowledge and

experience) required of the Board compared to its current position and make

recommendations to the Board with regard to any changes;

8.1.2. give full consideration to succession planning for directors and other senior executives in

the course of its work, taking into account the challenges and opportunities facing the

company, and what skills and expertise are therefore needed on the Board in the future;

8.1.3. be responsible for identifying and nominating for the approval of the Board, candidates to

fill board vacancies as and when they arise;

8.1.4. before making an appointment, evaluate the balance of skills, knowledge and experience

on the board, and, in the light of this evaluation prepare a description of the role and

capabilities required for a particular appointment. In identifying suitable candidates the

Committee shall:

8.1.4.1 use open advertising or the services of external advisers to facilitate the search;

8.1.4.2 consider candidates from a wide range of backgrounds; and

8.1.4.3 consider candidates on merit and against objective criteria, taking care that appointees

have enough time available to devote to the position taking into account their other

commitments;

8.1.5. keep under review the leadership needs of the Group, both executive and non-executive,

with a view to ensuring the continued ability of the Group to compete effectively in the

marketplace;

8.1.6. keep up to date and fully informed about strategic issues and commercial changes

affecting the company and the market in which it operates;

8.1.7. review annually the time required from non-executive directors. Performance evaluation

should be used to assess whether the non-executive directors are spending enough time to

fulfil their duties

8.1.8. review the results of the board performance evaluation process that relate to the

composition of the board;

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8.1.9. ensure that on appointment to the Board, non-executive directors receive a formal letter of

appointment setting out clearly what is expected of them in terms of time commitment,

committee service and involvement outside board meetings; and

8.1.10. work and liaise as necessary with all other board committees.

8.2. The Committee shall also make recommendations to the Board concerning:

8.2.1. plans for succession for both executive and non-executive directors and in particular for the

key roles of Chairman and Chief Executive;

8.2.2. suitable candidates for the role of senior independent director;

8.2.3. membership of the Audit and Remuneration Committees, in consultation with the chairmen

of those committees;

8.2.4. the re-appointment of any non-executive director at the conclusion of their specified term of

office having given due regard to their performance and ability to continue to contribute to

the Board in the light of the knowledge, skills and experience required;

8.2.5. the continuation (or not) in service of any director who has reached the age of 70;

8.2.6. the re-election by shareholders of directors under the annual re-election provisions of the

UK Corporate Governance Code or the ‘retirement by rotation’ provisions in the company’s

articles of association having due regard to their performance and ability to continue to

contribute to the Board in the light of the knowledge, skills and experience required;

8.2.7. any matters relating to the continuation in office of any director at any time including the

suspension or termination of service of an executive director as an employee of the

company subject to the provisions of the law and their service contract; and

8.2.8. the appointment of any director to executive or other office other than to the positions of

Chairman and Chief Executive, the recommendation for which would be considered at a

meeting of the full board.

9. Reporting Responsibilities

9.1. The Committee Chairman shall report formally to the Board on its proceedings after each

meeting on all matters within its duties and responsibilities.

9.2. The Committee shall make whatever recommendations to the Board it deems appropriate on

any area within its remit where action or improvement is needed.

9.3. The Committee shall make a statement in the annual report about its activities, the process

used to make appointments and explain if external advice or open advertising has not been

used.

10. Other matters

The committee shall:

10.1 have access to sufficient resources in order to carry out its duties, including access to the

company secretariat for assistance as required

10.2 give due consideration to laws and regulations, the provisions of the Code and the requirements

of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and

any other applicable rules, as appropriate

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10.3 arrange for periodic reviews of its own performance and, at least annually, review its constitution

and terms of reference to ensure it is operating at maximum effectiveness and recommend any

changes it considers necessary to the board for approval.

11. Authority

11.1 The Committee is authorised to seek any information it requires from any employee of the

company in order to perform its duties.

11.2 The Committee is authorised to obtain, at the company’s expense, outside legal or other

professional advice on any matters within its terms of reference.

THE NOMINATION COMMITTEE

MEMBERS

Nicholas Wiles (chairman)

Gill Barr

Giles Kerr

Rakesh Sharma

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Appendix V

THE MARKET DISCLOSURE COMMITTEE (the committee)

TERMS OF REFERENCE

_________________________________________________________________________

1. Background

1.1 The board of directors of the Company (the board) has resolved to establish a market disclosure committee.

1.2 The board has delegated to the committee responsibility for overseeing the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation and the Financial Conduct Authority’s Listing Rules and Disclosure Guidance and Transparency Rules.

2. The committee’s duties

The duties of the committee include (without limitation): 2.1 To consider and decide whether information provided to the committee is inside

information and, if so, the date and time at which that inside information first existed within the Company.

2.2 To consider and decide whether inside information gives rise to an obligation to make an immediate announcement and, if so, the nature and timing of that announcement or whether it is permissible to delay the announcement.

2.3 When disclosure of inside information is delayed, to:

2.3.1 maintain all required Company records;

2.3.2 monitor the conditions permitting delay;

2.3.3 prepare any required notification to the Financial Conduct Authority regarding the delay in disclosure; and

2.3.4 prepare any required explanation to the Financial Conduct Authority of how the conditions for delay were met.

2.4 To take external advice on the need for an announcement and the form of any announcement where it considers this is appropriate.

2.5 To consider the requirement for an announcement in the case of rumours about the Company or in the case of a leak of inside information and in particular whether a holding statement should be made.

2.6 To review any announcement the Company proposes to make, other than an announcement of a routine nature or that has been considered by the board.

2.7 To review and advise generally on the scope and content of disclosure by the Company.

2.8 To review the steps taken to ensure that any announcement is not incorrect or incomplete.

2.9 To ensure that effective arrangements are in place to deny access to inside information to persons other than those who require it for the exercise of their functions in the Company or its group.

2.10 To ensure that procedures are in place for employees with access to inside information to acknowledge the legal and regulatory duties that apply to them and to be aware of the sanctions attaching to the misuse or improper circulation of such information.

2.11 To approve and keep under review the design, implementation and evaluation of the Company’s disclosure controls and procedures.

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2.12 To monitor compliance with the Company’s disclosure controls and procedures.

2.13 To review other public disclosures by the Company, including those that are part of the regular reporting cycle.

2.14 To approve and keep under review the Company’s procedures for the issue of announcements.

2.15 To ensure that procedures are in place for notification of transactions by persons discharging managerial responsibilities and persons closely associated with them.

2.16 To review the Company’s relationship with, and procedures for dealing with, investors and analysts.

2.17 To approve the Company’s policy for communications with the market.

2.18 To refer to the board, if practicable, any decision to make an unplanned announcement about trading or about an event or development or, if a meeting of the board cannot be convened sufficiently quickly, to take such a decision.

2.19 To monitor the markets’ views about the Company (including those based on signals set by the Company) and its share price, including rumours.

3. Composition

3.1 The committee shall comprise the Chief Executive, the Finance Director and the Company Secretary. Members of the committee are appointed by the board.

3.2 Only members of the committee have the right to attend committee meetings, but the committee may invite others, including but not limited to any director, officer or employee of the Company or any group Company and or any person whose advice is sought, to attend all or part of any meeting if it thinks it is appropriate or necessary.

3.3 The board appoints the Chairman of the committee. In the absence of the committee chairman and/or an appointed deputy, the remaining members present may elect one of their number to chair the meeting.

4. Quorum

4.1 The quorum necessary for the transaction of business is two members.

4.2 A duly convened meeting of the committee at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.

5. Meeting administration

5.1 The committee must meet whenever necessary to fulfil its responsibilities. The committee may hold meetings by telephone or using any other method of electronic communication, and may take decisions without a meeting by unanimous written consent, when deemed necessary or desirable by the chairman.

5.2 Meetings of the committee are called by the secretary of the committee at the request of any of its members and can be called on short or immediate notice.

6. Secretary

6.1 The Company Secretary or such person as the Company Secretary nominates acts as the secretary of the committee.

6.2 The secretary must ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

6.3 The secretary must minute the proceedings and resolutions of all meetings of the committee, including recording the names of those present and in attendance.

6.4 Draft minutes of committee meetings must be sent promptly to all members of the committee. Once approved, minutes must be sent to all members of the board, unless the chairman of the committee thinks it is inappropriate to do so.

7. Self-evaluation

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7.1 The committee must review its own performance, composition and terms of reference at least once a year and recommend to the board any changes it considers necessary or desirable.

8. Reporting responsibilities

8.1 After each committee meeting, the chairman must report formally to the board on the committee’s proceedings and on how it has discharged its duties and responsibilities.

8.2 The committee may make such recommendations to the board it deems appropriate on any area within its remit where action or improvement is desirable.

9. Other matters

9.1 The committee must:

9.1.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat and external broker, legal or other professional advice for assistance as required on all committee matters;

9.1.2 give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code, the requirements of the Financial Conduct Authority’s Listing, Prospectus, Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and any other applicable rules, as appropriate;

9.1.3 oversee any investigation of activities which are within its terms of reference; and

9.1.4 work and liaise as necessary with all other board committees.

10. Authority

10.1 The board authorises the committee to:

10.1.1 undertake any activity within its terms of reference;

10.1.2 seek any information from any group employee or contractor that it requires to perform its duties;

10.1.3 obtain external legal or other professional advice on any matter within its terms of reference at the Company’s expense, and to invite persons giving such advice to attend committee meetings;

10.1.4 call any group employee or contractor to be questioned at a committee meeting, as and when required; and

10.1.5 delegate any of its powers to one or more of its members or the secretary.

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Appendix VI FINANCING & TREASURY POLICY

1. Introduction

1.1. This policy establishes an approval structure and provides detailed policy covering specific

areas relating to Treasury. Board approval is required for any amendment to this policy and any

material breach of this policy should be reported to the Audit Committee.

1.2. There are two reasons why this policy is required. First, because of the risk associated with

treasury operations it is essential that the Board clearly define, after careful consideration,

PayPoint’s strategic policy.

1.3. Second, the Combined Code (“Principles of Good Governance and Code of Best Practice”,

1998, published by the Stock Exchange as an appendix to their Listing Rules), states that there

should be a schedule of matters specifically reserved for decision by the Board. Cadbury

specified such a list which included “treasury policies, and risk management policies”.

1.4. Any material breach of any aspect of the Policy, should it occur, will be reported separately to

the Audit Committee.

2. External Financing and Debt Structure

2.1. The underlying philosophy is that PayPoint’s financial policy should be prudent, consistent with

the overall business strategy, but flexible to respond to sudden, unpredicted changes of

strategic direction or economic conditions.

2.2. This policy does not address the scope for using further equity to fund the Company, even for

acquisition purposes, although this may be an option open to PayPoint under certain

circumstances.

2.3. This External Financing and Debt Structure Policy operates as a set of financial guidelines

within which financial resources, under normal operating conditions, should be managed. In

exceptional circumstances, such as a material acquisition, a review of this policy will need to be

undertaken in light of that proposal.

2.4. A number of key financial criteria are commonly used in determining the appropriate level of

financial risk which a company should accept. In deciding which criteria and which policies are

appropriate, due regard must be had to future business needs, PayPoint’s likely growth rate,

and in particular debt capacity. Historic cost bases of valuation, required to be used for

accounting purposes, do not properly reflect the true value of PayPoint’s tangible assets.

Gearing is more appropriately judged by reference to market capitalisation rather than inherited

accounting values. Target gearing levels must recognise this.

2.5. In a number of areas in which PayPoint operates, PayPoint’s good credit standing is required to

ensure PayPoint is competitive, and trusted to handle large amounts of clients money.

PayPoint’s good credit standing is also important if the business arrangements are to be

undertaken at minimum cost.

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2.6. PayPoint can protect its credit standing by demonstrating, through its own actions, a

conservative approach to the financial position of the company. This is achieved by setting

policy guidelines and monitoring key financial ratios. The ratios are intended to apply at each

balance sheet date and must be met except in exceptional circumstances. The policy

guidelines established for PayPoint are as follows:

Financial Ratio Definition Policy Guideline

Gearing Debt, net of cash and money market investments expressed as a ratio to Earnings Before Interest Taxes Depreciation and Amortisation (EBITDA)

<3x

Dividend cover In any given year, earnings before exceptional items and goodwill amortisation expressed as a ratio to interim dividend paid and proposed final dividend.

Note: any special payments to shareholders, even if in the form of dividends, would be excluded from this ratio.

1.2x to 1.5x

“Net interest” is defined as amounts paid on net borrowed funds and equivalents and excludes

other items required by accounting guidelines to be included within interest, e.g. discounting on

provisions.

2.7 Since PayPoint is perceived by equity investors as a sterling based company, all debt should

either be denominated in sterling or economically swapped into sterling, except where otherwise

permitted under Section 4 (Foreign Exchange). The Euro will only be treated as equivalent to

sterling if and when the Euro/Sterling exchange rate is irrevocably and permanently fixed.

3. Treasury objectives and internal control framework

3.1. Principal Objectives of Treasury

3.1.1. PayPoint should generally adopt a risk-averse approach in the management of financial

risk, the principal objectives being to:

3.1.1.1. Ensure liquidity and meet the financing needs of the Group.

3.1.1.2. Manage a debt portfolio within the External Financing and Debt Structure Policy and

minimise interest costs subject to maintaining liquidity and refinancing risk at acceptable

levels.

3.1.1.3. Manage the Group’s portfolio of short term cash surpluses and maximise interest

revenue in accordance with policies on Investment of Surplus Funds (section 3.2.3),

Counterparty Exposure (section 3.2.7) and the Use of Derivatives (section 5).

3.1.1.4. Actively manage foreign exchange risk exposure within the Foreign Exchange and

Investment of Surplus Funds policies in order to both reduce the risk of loss.

3.1.1.5. Manage Group bank accounts with the use of balance reporting tools and set-off

arrangements so as to maximise the interest earning potential of the net balance of

operational bank accounts.

3.1.1.6. Manage Group bank relationships in order to minimise bank charges, subject to

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ensuring that business units are provided with a satisfactory level of service.

3.2. Internal Control Framework

3.2.1. Credit vetting and counter-party credit exposure

3.2.1.1. Credit vetting is required for all new clients, all new agents or, for suppliers only, where

the annual value of the supply or risk of failure to supply is likely to be greater than

£50,000 or where the failure would be critical to the business.

3.2.1.2. Credit approval of new agents will be based on the estimated maximum exposure and

available evidence as to creditworthiness. Sources of evidence include published credit

ratings, published accounts, rating agencies (such as Experian), symbol group’s credit

vet procedures, evidence of other suppliers e.g. Western Union/Moneygram, National

Lottery, stock levels in store (particularly of high value stocks e.g. cigarettes, spirits, cold

cabinet stock), bank statements and till rolls. Prospective agents who fail credit vet may

be requested to provide a security deposit to be held for a minimum period of six

months to be available for use against any bad debts on the agent’s account. Personal

guarantees may be used to support credit applications, particularly for Limited

companies.

3.2.1.3. Approval for credit in excess of that supported by published credit ratings or Experian or

a security deposit and for all suppliers where the annual value of supply or risk of failure

to supply is likely to be greater than £50,000 or where there is no alternative source of

supply requires approval of the Finance Director or Chief Executive.

3.2.1.4. Counter-parties (Financial Institutions including Insurance companies) other than those

with investment grade ratings (Standard & Poors BBB through AAA or equivalent)

require approval by the Finance Director or Chief Executive.

3.2.2. Settlement

3.2.2.1. Settlement (direct debiting of agents, payment of agents’ commission, payment of agent

claims and ATM credits and payments to clients) requires approval by a member of the

executive board or by senior managers in overseas subsidiaries.

3.2.2.2. Any charges to PayPoint (other than contractual payment of commission) require the

approval of the Finance Director or Chief Executive.

3.2.3. Cash (Cheque or BACS) payments

3.2.3.1. The executive directors will establish appropriate levels of delegated authority for

payments requiring two signatures for each payment or payment run.

3.2.4. Investment of Surplus Funds

3.2.4.1. Currency: Investments for the sterling denominated companies must be held in sterling

except:

The temporary holding of foreign currencies is permitted where it is known that they will

be required in the short term;

Where the foreign currency investment is a currency hedge in accordance with Section

4 (Foreign Exchange) or other currency hedging policy approved by the Board.

3.2.4.2. Period: No non-marketable investments will be held which have a potential maturity

date, at the borrower’s option, capable of exceeding twelve months in the future.

Appropriate liquidity should be maintained.

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3.2.4.3. Instrument Type: All instruments must be in the nature of senior debt obligations of the

issuer. The following is a non-exhaustive list of investment instruments which are

explicitly permitted under the Policy: deposits; commercial paper; overpayments of

Corporation Tax; certificates of deposit; gilts/bonds and money market fund.

3.2.4.4. Counter-party Exposure: Investments must be limited to the lesser of £5m or 50% of

surplus funds.

3.2.4.5. Counter-party Approval: Investments must be made only with counter-parties with

investment grade credit ratings (Standard & Poors BBB through AAA or equivalent).

4 Foreign Exchange (FX)

4.1 While most financial transactions undertaken by the Group are still denominated in sterling,

there is an increasing element of FX activity as a result of trading overseas. Further exposure

may arise if the Company acquires other business outside the sterling area. This policy

document lays down the policy in relation to such exposures.

4.2 Types of FX Exposure

4.2.1 FX exposure can be categorised as one of three types, namely, Economic, Transaction

and Translation exposure. PayPoint’s potential exposure to these three types of exposure

is explained below:

4.2.1.1 Economic or strategic exposures may be defined as the risk that future cash flows may,

as a result of foreign currency fluctuations, be materially affected. Normally economic

pre-transactional exposures will occur when a significant element of a company’s long

term revenues, costs, or competitive position are exposed to foreign currency

fluctuations. PayPoint has an economic exposure in relation to the cash flows arising

from overseas, which are denominated in currencies other than sterling.

4.2.1.2 Transactional exposure is the risk that the functional currency value of committed

foreign currency cash flows will vary as a result of movements in exchange rates. Other

exposures include non-sterling denominated supply.

4.2.1.3 Translation exposure is the risk that the sterling value of assets and liabilities on the

group’s balance sheet will alter as a result of foreign currency fluctuations.

4.3 Foreign Exchange Risk Management Policy

4.4 Economic foreign exchange exposures will not be managed except under a specific Board

approved hedging programme.

4.5 All material transactional exposure must be hedged. Where exposures are identified, Board

approval should be sought and suitable hedges must be entered into when a total project value

or cash flow exceeds £500,000. A project of a smaller size may be hedged if it can be efficiently

hedged. Where a project is deemed material but individual monthly or periodic cash flows within

the project are relatively immaterial (e.g. 36 monthly inflows of €50k), then Treasury have the

authority to optimise hedging activity by bundling individual monthly cash flows into larger

transaction sizes.

4.6 Transactional currency exposures must be hedged where the following conditions exist:

4.6.1 The exposure is certain (i.e. the cash flows are unconditionally committed); and

4.6.2 The exposure can, and has been, calculated.

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4.7 Where an exposure is hedged but, for whatever reason, subsequently ceases to meet the

criteria for hedging, the hedges must be unwound.

4.8 Translation currency exposure will not be managed except under a specific Board approved

hedging programme (for example by establishing foreign currency assets or liabilities that

provide a hedge against potential profit or loss arising from currency movements).

4.9 Where cash surpluses exist in foreign subsidiaries, investment should be in accordance with

paragraph 3.2.4 except that the currency of the investment shall be the functional currency of

the subsidiary.

5 Use of Derivatives

5.1 The use of derivatives is not permitted unless approved by the Board.

6 Delegated Authority

6.1 A number of other decisions need to be made on a regular and ongoing basis in accordance

with the Board’s approved strategy and business plan. These decision making powers include

the authority to implement policies approved by the Board and the specific authority to make

decisions and delegate authority in the following areas is delegated to the Finance Director or

Chief Executive:

6.1.1 approve credit financings including borrowing facilities, acceptance credit facilities and bills

or other instruments drawn under such facilities, discounting, factoring, finance lease and

hire purchases, and other transactions which have the commercial effect of borrowing;

6.1.2 approve foreign exchange facilities;

6.1.3 approve counter-indemnities in respect of bonds, guarantees, and letters of credit, issued

with such financial institutions as appropriate;

6.1.4 approve facility agreements (and supporting counter-indemnities, if not covered by and

existing general counter indemnity) in respect of bonds, guarantees and letters of credit

issued with such financial institutions as appropriate;

6.1.5 approve the issuance of specific bonds, guarantees and letters of credit (and supporting

specific counter-indemnities, if not covered by and existing general and/or facility-based

counter-indemnity)

6.1.6 open accounts (other than client settlement accounts as set out above) with such banks as

necessary and, in relation thereto, to:

6.1.6.1 authorise any such bank to honour and comply with all cheques, bills of exchange,

promissory notes or other orders for payment drawn accepted or made on behalf of the

Group provided that such instruments are signed by such officers of the Group in

accordance with the mandate notified to such bank.

6.1.6.2 authorise any such bank to accept instructions by computer or by other electronic

means; and alter any mandate given in relation to such bank accounts.

6.1.7 approve custodial agreements and cash management arrangements with such banks as

appropriate;

6.1.8 make decisions in connection with any arrangement, document or matter necessary,

ancillary, incidental or desirable to give effect to all his/her powers and authority, including

the execution of any document;

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6.1.9 delegate any of their authority; and

6.1.10 appoint any person to be the agent of any Group company, by power of attorney or

otherwise, to execute documents and do other things, for any of the aforesaid purposes as

appropriate.

delegation of authority - paypoint plc

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