Training document. This Board Charter, the six schedules, the company, the people and every fact and figure in them are fictional. It is a deliberately simplified teaching text, written for this workbook and drafted to be read rather than to be used — it is not any published or market standard form, and a real company's governance documents run longer and turn on their own articles and shareholders' agreements. The statutes and the Wates Principles it refers to are real, as they stood in 2026. Copper chips like Explained in Ch. 6 link each part to the chapter that explains it.

VERSION 2.0 · ADOPTED BY THE BOARD 25 FEBRUARY 2026

Board Charter

BRACKENHOLME FOODS LIMITED
the Board's rules for itself: what it decides, how it meets, what it records
owner: the Company Secretary · reviewed each February

§Contents

§What this Charter isExplained in Ch. 1

(A)This Charter is the Board's own rules for how it works: what it decides and what it leaves to management, how it meets and decides, what each director must declare, and what the Company Secretary records. It is made under the Company's Articles, which leave the directors to regulate their own proceedings, and it binds every director, every committee and every holder of a Delegated Authority. Where this Charter and the Articles differ, the Articles prevail.

(B)This is version 2.0 of the Charter, adopted by the Board on 25 February 2026. It replaces the scheme of delegation of 2019, which ceased to have effect on that date. The Company Secretary keeps the signed copy and gives the current version to every director.

(C)In this Charter a reference to a section without an Act named is to a section of the Companies Act 2006; “Article” means an article of the Company's Articles; “Part”, “paragraph” and “Schedule” refer to this Charter, and the Schedules form part of it. A word beginning with a capital letter has the meaning given in paragraph 1.1, and “she” includes “he”.

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