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The board of Travelzest is committed to high standards of corporate governance

Corporate Governance

The board of Travelzest is committed to high standards of corporate governance.

On 26 January 2007, the board comprised the non-executive chairman, two further non-executive directors and four executive directors. The board structure ensures that no individual or group dominates the decision making process.

It is proposed that the board will normally meet twelve times a year. The board receives appropriate and timely information, board and committee papers normally being sent out several days before meetings take place. All directors have access to the advice and services of the company secretary. The board delegates specific responsibilities to the board committees as detailed below.

The group’s articles of association require that at the annual general meeting any director then in office who has been appointed by the board since the previous annual general meeting or has held office for three years or more since he was appointed or last re-appointed by the group in general meeting, shall retire and be eligible for re-appointment.

Committees’ Responsibilities

Audit Committee
The Audit Committee, which intends to meet at least three times a year, comprises R G Hall (chairman), M T J Molyneux and P Thomson, all of whom are non-executive directors.

The committee’s terms of reference include monitoring the integrity and clarity of the financial statements and any formal announcements relating to the group’s financial performance and reviewing any significant financial reporting issues and judgements which they contain; reviewing the consistency of, and any changes to, accounting policies, the application of appropriate accounting standards and the methods used to account for significant or unusual transactions; reviewing the effectiveness of the Group’s internal controls and risk management systems; making recommendations as to the appointment, terms of engagement and remuneration of the external auditors; assessing the external auditors’ independence, objectivity and effectiveness; approving the annual external audit plan and reviewing with the external auditors the nature, scope and results of their audit and any issues raised by them.

Remuneration Committee
The Remuneration Committee comprises P Thomson (chairman) and R G Hall both of whom are independent non-executive directors and meets as necessary.