Reserved matters, and the authority that cascades from them.

Matters reserved for the board are the decisions a board keeps for its own determination rather than delegating to management: typically strategy, mergers and acquisitions, capital structure, changes to the company's listing, director appointments, and approval of the group's own delegated-authority levels. They are usually set out in a formal "schedule of matters reserved for the board," which the UK Corporate Governance Code expects boards to maintain and which the ASX Principles and King IV frame as the board charter's split between what the board keeps and what it delegates. Everything the board does not reserve is delegated, through committee terms of reference and the management delegation of authority. Aptly holds the reserved matters and the delegated authority beneath them as one live system, so the line between what the board decides and what cascades down is explicit and enforced rather than implied by a document. (A note on terms: US organizations often call this a "board-reserved matters" list or a "delegation of authority policy" rather than a "schedule of matters reserved." Nonprofits, charities, and academy trusts typically use a "scheme of delegation" reserved to trustees or members. And in private-equity and venture deals, "reserved matters" can also mean investor veto rights in a shareholders' agreement, a related but separate construct from a board's own reserved-matters schedule.)

Reserved matters are the decisions that must stay with the board; delegated authority is everything the board has passed down, within limits, to committees and management. They are two ends of the same structure: the board reserves the strategic decisions and sets the thresholds beneath which authority may be delegated, and the scheme of delegation cascades the rest to the right level. The risk is that the two drift apart, where a decision that should have come back to the board is taken below it, or where delegated authority is exercised beyond its limit. Aptly keeps them in one system, so a decision that exceeds a delegated limit routes back up to the level that holds the authority, and the board can see that the line held.

A scheme of delegation (sometimes called a delegated authority framework) is the structured cascade of authority from the board downward: what each committee may decide under its terms of reference, what executives and managers may approve up to which limits and under which conditions, and what must escalate. It is the operational counterpart to the reserved-matters schedule: the schedule says what the board keeps, and the scheme of delegation says how everything else flows down. Aptly holds the scheme of delegation as structured, versioned records with tracked acceptance at each level, rather than as a static document that ages between reviews.

Leading practice is to review it at least annually, and again whenever a major change alters where authority should sit: an acquisition, a new subsidiary, a leadership change, or a regulatory reform. The deeper point is that an annual review of a static document still leaves the board without a current view between reviews. When the reserved matters and the cascade beneath them are a live system, the schedule stays in agreement with the authority actually in force, and the board can see that it held at any time, not only at the annual review.

No. A board portal manages board meetings, distributes board books, captures minutes, and stores the corporate record, including the reserved-matters schedule as a static document. A legal-entity register maps and exports the authorities and signatories your governance team maintains. Neither cascades the board's delegated authority down to the front line, tracks acceptance at each level, or shows the board that a reserved matter held in practice. Aptly is the operational authority layer beneath the schedule: it makes the reserved matters executable, cascades the delegated authority through committee and management levels, and proves both. Most organizations keep their board portal for meetings and records and add Aptly for the authority that cascades from what the board decided.