Corporate governance


The directors intend, so far as possible and to the extent appropriate given the company’s size and the constitution of the Board, to comply with the Combined Code prepared by the Committee on Corporate Governance chaired by Sir Ronald Hampel and which is appended to the Listing Rules of the Financial Services Authority.

The Board has separate roles for Chairman and Chief Executive.

Audit Committee

The Board has established an Audit Committee, which comprises Paul Bradshaw (Chairman),Andrew Snowball, Julian Telling, and Peter Smith with formally delegated responsibilities.

Remuneration Committee
The Board has established a Remuneration Committe, which comprises Paul Bradshaw (Chairman), Allan Rosengren and Andrew Snowball with formally delegated responsibilities.

Nomination Committee

The Board has not established a Nomination Committee as it regards the approval and appointment of directors (whether executive or non-executive) as a matter for consideration by the whole Board.

 

Internal control


The Combined Code introduced a requirement that the directors’ review should be extended to cover not just internal financial controls but all controls including operations, compliance and risk management. It reports as follows:

The directors are responsible for the Group’s system of internal control.  Although no system of internal control can provide absolute assurance against material misstatement or loss, the company’s system is designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.The key procedures that have been established and which are designed to provide effective internal control are as follows:

Management structure - The board of directors meets regularly and minutes of its meetings are maintained.

Financial reporting - Budgets are prepared and reviewed by executive management.Any material variances to actual results are investigated.

Investment appraisal - The Company has a clearly defined framework for capital expenditure requiring approval by key personnel and the Board where appropriate.

The Board has reviewed the effectiveness of the system of internal controls and it has considered the major business risks and the control environment. No significant control deficiencies were reported during the period.


No weaknesses in internal control have resulted in any material losses, contingencies or uncertainty, which would require disclosure, as recommended by the guidance for directors on reporting on internal control.


Auditors


In accordance with section 385 of the Companies Act 1985, a resolution proposing that Saffery Champness be re-appointed as auditors to the company will be put to the forthcoming Annual General Meeting.

 
This Internet site is directed to UK residents only. You are responsible for satisfying yourself that under the laws of your home jurisdiction you may lawfully access this Internet site. Please ensure you read our User Terms, Terms of business and Privacy statement.
The tax reliefs referred to throughout this Internet site are those currently applying in the United Kingdom to UK Tax Residents. These tax reliefs are liable to change. The value of any tax relief available will depend upon the individual circumstances of the taxpayer.