Governance

The Directors recognise the importance of sound corporate governance.

The Board

The Board currently comprises two executive and two non executive directors.

Audit Committee

The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee comprises the two non executive directors David Norwood and Beatrice Hollond with Beatrice as Chairman.

Remuneration Committee

The Board did not believe it was appropriate to have a remuneration committee during the period from incorporation on 7 November 2005 to 31 January 2007 as no executive Director received a salary in excess of the £10,000 per annum of fees payable to the non-executive Directors.

The company established a remuneration committee in March 2007 which will meet as and when required. The remuneration committee comprises the two non executive directors David Norwood and Beatrice Hollond with David as Chairman.

The policy of the committee is to reward executive directors in line with the current remuneration of directors in comparable businesses in order to recruit, motivate and retain high quality executives within a competitive market place.

There are two main elements of the remuneration packages for executive directors and senior management:

In addition to basic salary, the executive directors also receive certain benefits in kind, principally private medical insurance.

Nominations Committee

The Directors do not consider that, given the size of the Board, it is appropriate at this stage to have a nomination committee. However, this will be kept under regular review by the Board.

Internal Control

The Board is responsible for maintaining a sound system of internal control. The Board’s measures are designed to manage, not eliminate risk and such a system provides reasonable but not absolute assurance against material misstatement or loss.

Some key features of the internal control system are:

  1. Management accounts information, budgets, forecasts and business risk issues are regularly reviewed by the Board who meet at least 6 times per year.
  2. The company has operational, accounting and employment policies in place.
  3. The Board actively identifies and evaluates the risks inherent in the business and ensures that appropriate controls and procedures are in place to manage these risks.
  4. There is a clearly defined organizational structure and there are well-established financial reporting and control systems.

Going Concern

The directors confirm that they are satisfied that the Company and Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Donations

No charitable or political donations were made in the period.

Policy on payment of Creditors

It is group policy to agree and clearly communicate the terms of payment as part of the commercial arrangements negotiated with suppliers and then to pay according to those terms based on the timely receipt of an accurate invoice. Trade creditor days, based on creditors, at 31 January 2007 were 30 days.

Employment Policies

The group supports employment of disabled people wherever possible through recruitment, by retention of those who become disabled and generally through training, career development and promotion. The group is committed to keeping employees as fully-informed as possible with regard to the group’s performance and prospects and seeks their views, wherever possible, on matters which affect them as employees.

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