1. Setting Strategic Direction:
   • According to ICSA guidance, the board has the responsibility for determining the overall strategic direction of the company. Decisions regarding major changes to the company’s strategy, such as entering new markets or large-scale acquisitions, must be reserved for the board. In this case, a matrix management structure is an operational decision and does not constitute a change in strategic direction, meaning it could be implemented without full board approval.
2. Approval of Major Capital Expenditure:
   • The ICSA guidance recommends that the board reserve decisions related to significant capital expenditures. These include major investments or financial commitments, such as the acquisition of subsidiaries. The matrix management structure is not a significant financial decision and does not involve large capital expenditure, so it does not require board-level approval.
3. Corporate Governance and Risk Management Oversight:
   • The board is responsible for corporate governance and the overall risk management framework of the organization. Decisions that could substantially affect governance or increase exposure to risk must be brought to the board. The implementation of a matrix structure, being an internal organizational adjustment, is not likely to pose a significant risk to governance or operations and may not require board involvement.
4. Appointment and Dismissal of Senior Executives:
   • ICSA guidance states that decisions concerning the appointment, promotion, or dismissal of senior management should be reserved for the board. This ensures that the leadership of the company remains in line with the company’s strategic objectives. The matrix management structure, which impacts middle management and operational staff, does not affect the board’s role in appointing or dismissing senior leaders and does not require their direct approval.

Comment on the Matrix Structure:
The proposed matrix management structure is an operational decision that impacts the internal functioning of departments and teams. According to the ICSA guidance, such operational matters do not require board approval. The board’s focus is typically on strategic, financial, and governance-related decisions, and since the matrix structure does not fall under these categories, it can be handled at the executive level.