Corporate Governance

Audit Committee

The Audit Committee is made up of non-executive directors. In addition to these members, a representative of the external Auditor and the senior executives of the Group may also attend meetings of the committee by invitation.

The committee meets at least twice a year to examine and consider matters relating to the affairs of the Group.

These matters include but are not restricted to:

• A review of the Group’s Annual Report; 
• A review of major statements affecting the Group concerning price sensitive information; 
• A review of the internal financial control procedures; 
• Compliance with accounting standards and generally accepted accounting principles; and
• Fees and objectivity of the Group’s Auditor and other external accounting advisors.

Directors

All directors bring an independent judgment to bear on issues of strategy, performance, resources, including key appointments and standards of conduct.

All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures and applicable rules and regulations are observed. The directors are able to seek independent professional advice, if necessary, at the Group’s expense.

There are procedures for directors to receive induction, training and continuing familiarisation about all aspects of the Group’s businesses.

Balance of power

There is a clear division of responsibility between the Chairman and the Chief Executive Officer which ensures a balance of power and authority so that no individual has unfettered powers of decision.

Re-election

All directors are required to submit themselves for re-election every three years.

Internal Controls

The directors are responsible for the Group’s system of internal controls, which are designed to meet the Group’s particular needs and aims to safeguard Group assets, ensure that proper accounting records are maintained and that the financial information used within the business and for publication is reliable. Such systems are designed to manage the business objectives and can only provide reasonable, but not absolute assurance against material misstatement and loss.

There is an ongoing process for identifying and managing the Group’s significant risks. This process is regularly reviewed by the Board and is in accordance with the internal control guidance for directors in the Combined Code.

There is a clearly identifiable organisational structure and a framework of delegated authority approved by the Board within which individual responsibilities of senior executives of Group companies are identified and can be monitored.

Executive Committee

Nominations Committee

It meets as required to carry out its duties which include:

• making recommendations to the Board concerning new Board appointments;
• reviewing the effectiveness of the Board structure;
• considering succession planning for directors and senior executives; and
• making recommendations to the Board concerning directors retiring by rotation under the Articles of Association of the Company.