Home > About Us > Corporate Governance

Through the board and relevant committee terms of reference, the role, duties and responsibilities of directors and board committees are clearly defined. In keeping with the principles of the Code, the board implements best corporate governance practice through these terms of reference.

The board has written terms of reference, which are reviewed annually and summarized on the company’s website, as well as a list of identified matters reserved entirely for their decision. Matters reserved for the board include:

• financial matters of a material nature or value including operating, budget and strategic plans, interim and preliminary statements, dividend payments, capital investment, acquisitions or divestments and any value of goodwill write-off relating to subsidiary company activities

• approval of sales contracts of a material size

• adoption of any significant change in accounting policies

• corporate/administrative matters such as the size and composition of the board and its committees and authorization levels

• annual report and accounts

• the resolutions to be placed before shareholders at an annual general meeting, including any approval to be sought for the report of any sub-committees, and

• all stock exchange circulars and listing particulars.

The board is responsible for a number of group policies and practices including, risk management, ethics and the environment

The audit committee’s terms of reference include tasks such as overseeing the internal audit function, which includes reviewing the group’s accounting and financial reporting procedures; the engagement of external auditors, monitoring their independence and effectiveness, and setting their remuneration and reviewing the company’s annual and interim financial statements. In addition, the committee receives regular updates from the company’s quality assurance, risk management, treasury and tax functions. Regular updates on changes in accounting and reporting practices affecting the company are also provided to the audit committee. The audit committee has approved and is responsible for approving any non-audit work to be undertaken by the company’s auditors

The board is responsible for the company’s system of internal control and for reviewing its effectiveness.

The board has reviewed the effectiveness of the systems of internal control for the accounting year and the period to the approval of the financial statements. This review covered all material controls, including financial, operational and compliance controls and risk management systems and is in accordance with the Turnbull guidance.

The company’s approach to internal control is based on the underlying principle of line management’s accountability for risk and control management. The group has a risk-based approach to internal control, and management are responsible for implementing, operating and monitoring the system. It should be understood that no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss.

The key elements of the control system in operation are:

• The group operates a highly structured, objectives-driven approach to fulfill its core purpose and goals in respect of sustained profitability and growth. The strategic objectives of the group are captured in a strategic plan, developed by the executive committee and approved by the board, which addresses revenue and associated costs and necessary investment.

• The research and development and capital investment programs are subject to a formal review procedure requiring that rigorous qualification criteria be met prior to each instance of material investment. Evaluation and post-investment appraisals are performed by reference to detailed business plans.

• The monitoring regime established by the board, through which the performance indicators derived from the strategic and annual plans are regularly interrogated, ensure that events which pose significant risk to the attainment of the group’s objectives or significant control lapses are communicated through a process of rapid escalation to senior management. Unit performance is evaluated on a monthly basis, and this evaluation includes the addressing of identified control weaknesses and ensuring the conclusion of previously recommended corrective actions.

• Business unit management throughout the group and specific corporate functional managers are required annually to complete a full self-assessment process. With the completion of this process, management can identify and quantify the risks that face their businesses and functions. This process also provides assurance as to risk and internal control management, financial controls and reporting, project control, treasury management and information management.