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THE BOARD OF GROUP IS COMMITTED TO HIGH STANDARDS OF CORPORATE GOVERNANCE.
Corporate Governance
The Board is committed to high standards of corporate governance.
On 31 October 2010 the Board comprised the non-executive Chairman, two independent non-executive directors and two executive directors. The Board structure ensures that no individual or member of the group dominates the decision making process. The Board meets formally eleven times a year and on such other occasions as are necessary. 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 detailed below.
The Company’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 Company in general meeting, shall retire and be eligible for re-appointment. The Board is content with the corporate policies and procedures for treasury, contract management, purchase orders, expenses, human resources, payroll, and accounting.
Audit Committee
The Audit Committee, which meets up to three times a year, comprises R G H all (Chairman), M T J Molyneux and N J Jenkins of whom R G H all and N J Jenkins are independent 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 N J Jenkins ((Chairman), R G Hall and M J T Molyneux, of whom R G H all and N J Jenkins are independent non-executive directors, and meets as necessary. The committee is responsible for the executive directors’ remuneration and other benefits and terms of employment, including performance related bonuses and share options (save as to any options or bonuses granted to M T J Molyneux, when he will not participate in the committee’s considerations).
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