The Board

The Group is controlled by the Board of Directors which meets regularly.  

The Board is responsible to Shareholders for proper management of the Group and for its system of corporate governance. 

The Board is responsible for the Group’s and the Company’s system of internal control and for reviewing its effectiveness.  However the Board acknowledges that the system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board has an Audit Committee, Nominations Committee and Remuneration Committee.

The Board receives information on a monthly basis to enable it to review trading performance, forecasts and strategy has a schedule of matters reserved for its decision.

Operational management of the Group is delegated to the Executive Directors, led by the CEO.

Procedures exist to allow the Directors to seek independent legal advice in respect of their duties at the Company’s expense where the circumstances are appropriate.  

All Directors have access to the Company Secretary for advice.

The Company maintains Directors’ and Officers’ insurance at what the Board considers to be the appropriate level.  

All Directors are required to submit themselves for re-election at least every three years and at the first General Meeting following their appointment if appointed during the year. 
 

Board Committees

The Audit Committee, Nominations Committee and Remuneration Committee were established by the Board on 4 May 2005.

The Audit Committee comprises Gordon Forrest (Chairman) and Joe Blaker.
The Nominations Committee comprises Joe Blaker (Chairman) and Gordon Forrest.
The Remuneration Committee comprises Joe Blaker (Chairman) and Gordon Forrest.

The Committees have terms of reference which are set by the Board (see "Policies and reference documents").