Corporate Governance

Corporate Governance Report
 

The directors believe that good corporate governance, involving risk appraisal and management, prudent decision making, open communication and business efficiency, is important for the long term benefit of the stakeholders in our group. We aim to comply with the 12 principles contained within the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies 2013, and will show below how we have applied this code.


The Board of Directors
 

The company is governed by a board of directors consisting of the Chairman, Peter Latham, five executive directors and two other non-executive directors. Each director has a vote and no individual or small group of individuals dominates the board’s decision making.
 

The board has a formal schedule of matters referred to it for decision, with at least one specific strategy meeting being held each year. Agendas and board packs are discussed and circulated in advance of the meetings to ensure that all directors have adequate time to research and take part in discussions on the key issues, as well as giving the non-executive directors time to add matters of their particular interest to the agenda. In addition conference calls are held where matters which cannot wait for the next board meeting can be discussed. Key financial information is circulated to directors on a monthly basis outside of the board meetings.
 

The board is responsible for group strategy, corporate responsibility including health and safety and environmental issues, acquisition policy, bribery policy, approval of major capital expenditure and monitoring the key operational and financial risks. It also reviews the strategy and budgets for the trading subsidiaries and monitors the progress towards their long term objectives. All directors have access to the company secretary or to independent professional advice, if required, at the company’s expense.
 

The board has decided that the directors will retire by rotation and the executive directors will be re-elected at least every three years. The board regularly reviews the skills and experience of the directors and assesses the effectiveness of individual directors and the board as a whole.
 

The Audit Committee


The Audit Committee is chaired by Fabian French, and includes Meryl Bushell and Nick Latham. Andrew Wright will replace Nick Latham on the Audit Committee from 1 April 2017. David Dunmow also attends the meetings of the committee. The committee meets at least three times a year to review internal controls within the group, and receive reports from the auditors. The duties of the audit committee include, on behalf of the board, a review of effectiveness of the group’s financial reporting and internal control policies, and procedures for the identification, assessment and reporting of risk.
 

It also keeps under review the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditor, including recommending their re-appointment to the board. This includes a review of the non-audit work performed to ensure that such work would not impair their independence or objectivity in carrying out the audit.
 

Once a year the auditor meets with the non-executive directors only.
 

The Remuneration and Nominations Committee


The Remuneration and Nominations Committee is chaired by Meryl Bushell with Fabian French being the other member.  Peter Latham also attends the meetings. The main function of the Remuneration and Nominations Committee is to make recommendations to the board regarding the Group's policy on the remuneration and conditions of employment of the executive directors of the Group. It also makes recommendations to the board regarding the appointment of executive directors
 

Financial reporting


The directors have a commitment to best practice in the group’s external financial reporting in order to present a balanced and comprehensible assessment of the group’s financial position and prospects to its shareholders, employees, customers, suppliers and other third parties. This commitment encompasses all published information including but not limited to the year end and half yearly accounts, regulatory news announcements and other public information.
 

Internal controls
 

The board has established systems of internal control as appropriate for the size of the group. The day to day operation of the system of internal control is under the control of executive directors and senior management. The system is designed to manage rather than eliminate risk. Any system of internal control can however only provide reasonable, but not absolute, assurance against material misstatement and loss.
 

Risk assessment
 

Procedures for identifying, quantifying and managing the risks, financial or otherwise, faced by the group have been in place throughout the year under review. The processes for identifying and managing the key risks to the business are communicated regularly to all staff, who are made aware of the areas for which they are responsible. Such processes include strategic planning, maintenance and review of a risk register, the appointment of appropriately qualified staff, regular reporting and monitoring of performance against budgets and other performance targets, and effective control over capital expenditure.
 

Whistleblowing
 

The group has established procedures whereby employees of the group may, in confidence, raise concerns relating to matters of potential fraud or other improprieties. These procedures also cover other issues affecting employees including health and safety issues. The audit committee is confident that these ‘whistleblowing’ arrangements are satisfactory and will enable the proportionate and independent investigation of such matters and appropriate follow-up action to be taken.

back to top Back to top