Throughout the period ending 30 September 2009 the Company complied with the applicable corporate governance rules and best practice provisions for companies set out in Section 1 of the Combined Code on Corporate Governance, and continues to keep its overall system of internal control under review.
With the appointment of David Brocksom, on 1 December 2009, the Board comprises the non-executive Chairman, three other non-executive directors and three executive directors.
There is a clear separation of the roles of Chairman and Chief Executive Officer to ensure an appropriate balance of power and authority.
The Board is responsible for leading and controlling the Company's activities and, in particular:
The key procedures which exist to provide effective internal control are as follows:
Executive directors are responsible for the implementation of strategy and policies and the day to day decision making and administration of the Company.
The independent non-executive directors bring additional experience and knowledge and are independent of management and any business or other relationship that could interfere with the exercise of independent judgement. This provides a balance whereby an individual or small group cannot dominate the Board's decision making.
The Company has an Audit Committee and a Remuneration Committee.
The Audit Committee is comprised of all non-executive directors of the Company and, with effect from his appointment on 1 December 2009, is chaired by David Brocksom. The Audit Committee determines the application of the financial reporting and internal control principles for the Company, including reviewing the effectiveness of the Company's financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. The Audit Committee has primary responsibility for the appointment of the external auditor.
Audit Committee Terms of Reference [80kb PDF].
The Remuneration Committee comprises all of the non-executive directors of the Company and is chaired by J Barclay Forrest. It reviews the performance of the directors and sets their remuneration, determines the payment of bonuses to directors and considers bonuses and option grants to employees of the Company as a whole. No member of the Board is permitted to participate in decisions concerning his own remuneration.
Remuneration Committee Terms of Reference [74kb PDF].
The Company uses the services of external remuneration and benefits consultants where appropriate.