Guidance Notes on Paragraph 18.2
While a board of directors may delegate the day-to-day conduct of an offer to individual directors or a committee of directors, the board as a whole must ensure that proper arrangements are in place to enable it to monitor that conduct in order that each director may fulfil his responsibilities under the Takeover Rules . These arrangements should ensure that:
(a) the board is provided promptly with copies of all documents and announcements published by or on behalf of their company which bear on the offer; the board receives promptly details of all dealings in relevant securities made by their company or any persons acting in concert with it and details of any agreements, understandings, guarantees, expenditure (including fees) or other obligations entered into or incurred by or on behalf of their company in the context of the offer which do not relate to routine administrative matters;
(b) those directors with day-to-day responsibility for the offer are in a position to justify to the board all their actions and proposed courses of action; and
(c) the opinions of advisers are available to the board where appropriate. The above procedures should be followed, and board meetings held,
as and when necessary throughout the offer in order to ensure that all directors are kept up-to-date with events and with actions taken.
Any director who has a question concerning the propriety of any action as far as the Takeover Rules is concerned should ensure that the Panel is consulted.
The Panel expects directors to co-operate with it in connection with its enquiries; this will include the provision, promptly on request, of copies of minutes of board meetings and other information in their possession, or in the possession of a Target or the Bidder as appropriate, which may be relevant to the enquiry.
If detailed supervision of any document or advertisement has been delegated to a committee of the board, each of the remaining directors of the company must reasonably believe that the persons to whom supervision has been delegated are competent to carry it out and must have disclosed to the committee all relevant facts directly relating to himself (including his close relatives and related trusts) and all other relevant facts known to him and relevant opinions held by him which, to the best of his knowledge and belief, either are not known to any member of the committee or, in the absence of his specifically drawing attention thereto, are unlikely to be considered by the committee during the preparation of the document or advertisement. This does not, however, override any other legal requirements relating to the acceptance of responsibility for a prospectus or equivalent document where applicable.