Communication
The Company places a great deal of
importance on communication with its
shareholders.The full report and accounts
are made available to all shareholders and
to other parties who have an interest in
the Group’s performance on the Group’s
website.The Company responds to
numerous letters from shareholders and
customers when these are received.The
Company’s website also provides up-todate
information about its organisation, the
services it offers and newsworthy subjects.
There is regular dialogue with individual institutional shareholders as well as general presentations after the interim and preliminary results and at other events. All shareholders have the opportunity to put questions at the Company’s Annual General Meeting.
Audit and internal controls
The respective responsibilities of the
Directors and the independent auditors in
connection with the accounts are
explained on pages 65 and 67 and the
statement of the Directors in respect of
going concern appears on page 65.
The Board has procedures in place as recommended in the guidance in “The Combined Code on Corporate Governance” and “Turnbull: Guidance on Internal Controls” and these have been in place for the whole year and up to the date of approval of the financial statements. The risk management policies are described on pages 17-25. The Board is responsible for the Group’s system of internal control which is designed to provide reasonable but not absolute assurance against material misstatement or loss.The Board reviews from time to time the effectiveness of the system of internal control from information provided by management (page 58) and the Group’s external auditors. The key procedures that the Directors have established to provide effective internal financial controls are as follows:
Financial reporting:A detailed formal budgeting process for all Group businesses culminates in an annual Group budget which is approved by the Board.The results for the Group are reported monthly against this budget to the Board.
Financial and accounting principles and internal financial controls assurance: Compliance with these is reviewed as requested. A detailed financial and accounting controls manual sets out the principles of and minimum standards required by the Board for effective financial control.
Capital investment:The Company has clearly defined guidelines for capital expenditure.These include annual budgets, detailed appraisal and review procedures, levels of authority and due diligence requirements where businesses are being acquired.
Remuneration Report
The Directors who were members of
the Remuneration Committee throughout
the year were: Karen McPherson and
John Bennett.
The Chairman and Chief Executive
have assisted the Remuneration
Committee in their deliberations on other
Directors’ remuneration.The Company
Secretary is in attendance at the meeting
to provide the committee with any
additional advice that is required.
Remuneration Committee - Terms of Reference
- the Committee has been delegated responsibility by the Board to determine and agree with the Board the framework or broad policy for the remuneration of the Executive Directors and Senior Employees of the Company; the remuneration of Non-Executive Directors is a matter for the executive members of the Board who take advice from the independent consultants. No Director or manager is involved in any decisions as to their own remuneration;
- within the terms of the agreed policy, determine the total individual remuneration package of each Executive Director including, where appropriate, bonuses, benefits, longterm incentive allocations and share options;
Analysis of fixed versus performance related pay for Executive Directors 2007
Notes:
Fixed compensation comprises:
Basic salary
Benefits
Variable compensation comprises:
Maximum Bonus Potential
Face Value of LTIP Awards