The Company’s shares are listed on the Alternative Investment Market (AIM)/ISDX and as such there is no requirement to publish a detailed Corporate Governance statement. However, we take our Corporate Governance responsibilities very seriously. The statement set out below details our approach.
The Board meets monthly throughout the year and the Board members are in frequent contact between meetings. The Board is responsible for the overall Group strategy, reviewing trading performance, formulating policy on key areas of the business and major acquisition decisions.
In order to enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. The Directors also have access to independent professional advice at the Company’s expense.
The Non-Executive Directors are appointed for specific terms. All Directors are subject to election by shareholders at the first Annual General Meeting after their appointment and thereafter are required to seek re-election at least every three years.
The Board operates a Nominations Committee for the appointment of Directors. The members of the Committee are D. Kennedy (Chairman), M. Kennedy and P. Kennedy. The Nominations Committee is responsible for regularly reviewing the structure, size and composition of the Board and identifying and recommending appropriate candidates for membership of the board when vacancies arise. In considering an appointment, the Nominations Committee evaluates the balance of skills, knowledge and experience of the Board and prepares a description of the role and capabilities of a particular appointment.
The Audit Committee monitors the adequacy of the Group’s internal financial controls, accounting policies and financial reporting. It reviews the interim and full year’s financial statements prior to submission to the main Board. The Committee liaises with external auditors and reviews the scope of the audit and is also responsible for overseeing all matters associated with the appointment, terms, remuneration and performance of the auditors.
Non-audit work undertaken by the auditors is limited to work that requires detailed knowledge derived from the statutory audit (for example, taxation work) or to work where fees involved (either individually or annually in total) are not considered to be material. In other circumstances, proposed assignments are put out to competitive tender.
The Audit Committee has reviewed the remuneration received by Grunberg & Co Limited for non-audit work. The fees for non-audit work are analysed in note 4 to the consolidated financial statements. The Audit Committee has concluded that no conflict of interest exists between the Grunberg & Co Limited audit and non-audit work and that their involvement was based on the most effective way of conducting the Group’s business.
The Committee is composed of D. Kennedy (Chairman), M. Kennedy and P. Kennedy. The Board also attends Audit Committee meetings by invitation.
The Committee consists of the three Non-Executive Directors: D. Kennedy, M. Kennedy and P. Kennedy. The Committee is chaired by D. Kennedy and its purpose is to determine the remuneration, benefits and the terms and conditions of employment of the Executive Directors. No Director plays a part in any discussion about his own remuneration.