schedule of matters reserved for the board 

This schedule has not been designed to represent an exhaustive list of matters to be considered by the Board, but represents a summary of those matters on which final decisions are reserved exclusively for the Board. The matters reserved for the Board of MITIE Group PLC are:

1. Setting of the strategy and corporate objectives of the Group;
2. Establishment and review of Board Committees, their membership, terms of reference and activities, and approval of their recommendations as appropriate;
3. Appointment and removal of the Chairman, Directors and Company Secretary;
4. Approval of material acquisitions, disposals and start ups of companies or businesses;
5. Approval of contracts, bids and tenders where the contract is material by value or otherwise unusual in scope, nature or risk exposure;
6. Review of the Group’s corporate governance arrangements;
7. Setting levels of delegated authority;
8. Approval of business plans and budgets and monitoring of performance against these;
9. Approval of significant changes to the Group’s corporate or management structure;
10. Review of the Group’s systems of internal control, including financial, operational and compliance controls and risk management systems;
11. Approval of the Group’s Interim Report and Annual Report and Accounts and any announcements relating thereto;
12. Setting of the Group dividend policy and approval of any proposed dividends;
13. Investor relations including matters of shareholder or material regulatory compliance;
14. Changes relating to the Group’s capital structure, its long-term financing arrangements or its status as a plc;
15. This schedule of matters referred for Board decisions.

Approved by the Board 19 May 2006