Corporate Governance The directors are responsible for the group's system of corporate governance and the key components of this system. The company supports the Principles of Good Governance and the Code of Best Practice (“The Revised Combined Code”), and has applied the provisions of the Revised Combined Code as far as appropriate for a group of this size.
The current policies and procedures adopted by the group are set out below.
Board of directors The Board currently comprises two executive and three non-executive directors and meets monthly. It leads and controls the company and group by taking responsibility for overall strategy, acquisition policy, approval of major capital expenditure projects and consideration of significant financial matters. It reviews the strategic direction of operations and annual budgets, monitors progress towards achievement of those budgets and longer term strategies.
The Board, chaired by Keith Todd , currently has three non-executive directors, two of which have between them considerable and varied experience in the business world and the City and the Board considers them to be an effective independent body. Two of the non-executive directors are considered to be independent of management and free from any business or other relationships, which could materially affect their independent judgement. Their objective views and sound advice carry considerable weight in relation to all matters considered at Board meetings. Between formal meetings, the Executive Chairman, Keith Todd , remains in touch with the non-executive directors, consulting them on appropriate issues and updating them on the group's progress.
Prior to each Board meeting every member of the Board is supplied with a set of management accounts together with a summary of the key features of the group's performance overall. This includes an analysis of the results against the original budget for the year and the previous year's performance. The Board papers also include other documents, which relate to matters included in the agenda, in order to ensure that members of the Board are given the fullest opportunity for consideration of matters to be debated at meetings.
The Board has determined that it is appropriate for matters which would normally be delegated to a Nomination Committee to be referred to the full board. The Board, acting as a Nomination Committee, meets as required to carry out the selection process for new Board members and to propose any new appointments to the Board, whether executive or non-executive.
Remuneration committee
The Remuneration Committee comprises Nigel McCorkell and David Hurst-Brown each of whom is an independent non-executive director.
The principal duties of the Remuneration Committee are to consider all aspects of directors' remuneration, performance and employment. The Committee's policy is to establish remuneration packages, which enable the group to attract, retain and motivate directors with the skills and experience necessary to manage a business of this size.
No director has a contract with a notice period of more than one year. The Committee consults with the Executive Chairman about its proposals.
The Committee also considers grants of options under the company's share option schemes. The policy of the Committee is to grant share options to senior and other employees as part of a remuneration package to motivate them to contribute to the growth of the group over the medium to long term.
The Remuneration Committee meets when required and at least once per year.
Audit committee
The Audit Committee comprises Nigel McCorkell and David Hurst-Brown, who are independent non-executive directors.
The Audit Committee meets at least twice a year. The Executive Chairman and engagement partner from the external auditors attend such meetings. The Committee reviews the accounts and monitors financial accounting procedures and policies, including statutory and regulatory compliance.
The Audit Committee's purposes are to ensure that the financial and accounting systems provide accurate and up-to-date information on the group's financial position to the Board, that the group's published accounts present a true and fair view and that a proper system of internal control is in operation.
The Audit Committee is satisfied that the group's appointed auditors Baker Tilly UK Audit LLP, and their overseas associates, have been objective and independent of the company. Entities related to Baker Tilly UK Audit LLP and their associates perform non-audit services for the group, but the Audit Committee is satisfied that their objectivity is not impaired by such work.
Internal control
The directors are responsible for the system of internal control. Although no system of internal control can provide absolute assurance of meeting internal control objectives, the group's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The directors regularly review the company's internal control procedures.
The key procedures that have been established and which are designed to provide effective internal controls are:
Financial information
Detailed annual budgets are prepared in advance of each financial year. These are reviewed and agreed by the Board with subsequent actual monthly performance reported against these budgets, updated forecasts and prior year comparatives, as part of the management accounts.
Operating unit financial controls
Key controls over major financial risks include reviews against budget and exception reporting and of monthly reporting to, and meetings with, the Board of Directors.
Computer systems
The group has established controls and procedures over the data held on the computer systems. |
