Board Composition And Committees

The board consists of seven directors, four of whom are non-executive and are considered by the board to be independent.  The board will be responsible for, among other things, strategy, budget, performance, approval of major capital expenditure and the framework of internal controls. The board has established an Audit Committee and a Remuneration Committee, with formally delegated duties and responsibilities.

Board committees:

Audit Committee

The Audit Committee comprises Robin Williams and Brendan Cummins. Robin Williams is Chairman, and is deemed to have recent and relevant experience as he is a chartered accountant, holds senior financial management positions in listed companies and has chaired audit committees in a number of other listed companies. Other directors and representatives of the external auditor attend by invitation.

The Audit Committee’s primary responsibilities are to review and monitor:

the annual report and accounts and preliminary and interim results and statements of the Company;

  • the appropriateness of accounting policies and the critical judgements and estimates;
  • the relevance of developments in accounting and reporting requirements;
  • the effectiveness of internal controls and risk management systems;
  • the auditor’s plan for the year-end audit;
  • the formal engagement terms, performance, objectivity and independence of the auditors including the extent of non-audit work undertaken by the auditors; and
  • the audit and non-audit fees of the auditors.

Terms of Reference for the Audit and Risk Committee

Remuneration Committee

The Remuneration Committee comprises Robin Williams and Brendan Cummins. The Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and for setting the remuneration of individual directors.

Terms of Reference for the Remuneration Committee

Nominations Committee

The Nominations Committee comprises Christopher Richards, who is Chairman of the Committee, Robin Williams and Brendan Cummins. The Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and for setting the remuneration of individual directors.

Terms of Reference for the Nominations Committee

Internal Control

The board is responsible for establishing and maintaining the Group’s system of internal controls.  Internal control systems are designed to meet the particular needs of the group, and to address the risks to which it  is exposed.  By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss.  As stated, primary responsibility for monitoring the quality of internal controls has been delegated to the  Audit Committee.

Shareholder Communication

The directors seek to visit institutional shareholders at least twice a year.  In addition, all shareholders are welcome to attend the Company’s annual general meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting.  Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.