Statement of Compliance with Provisions of the Combined Code (continued)
Statement of Compliance with Provisions of the Combined Code
(continued)
16
Prior to each meeting the Board members receive copies
of the management accounts and are furnished with information in a form and quality appropriate for it to discharge its duties concerning the state of the business and performance compared to plan. All directors have access to the services of the Group Secretary and may take independent professional advice at the Group´s expense in the furtherance of their duties.
The Non-executive Directors meet after each Board meeting without the Executive Directors being present.
The attendance of individual directors at Board meetings during the year is set out in the table below:
Number of
Meetings
meetings
attended
G.N. Vernon
11
8
R
.D. Armstrong
11
10
R
.K. Brenner
2
2
K.E. Bigsby
11
11
A
.J. Reade
11
11
B.M. Riley
11
11
K.D. Noonan
11
11
D.P. Szostak
9
6
Dr. G.N. Vernon and Mr. D.P. Szostak did not attend three meetings and Dr. R.D. Armstrong did not attend one meeting for which conflicts existed with the agenda items.
In accordance with bylaws of the Group, one third of the directors must resign and may offer themselves for re-election. At the forthcoming Annual General Meeting Dr. K.D. Noonan and Mr. B.M. Riley will offer themselves for re-election.
Board Committees
The Remuneration Committee is responsible for establishing and monitoring appropriate levels of remuneration and individual remuneration packages for Executive Directors. No director is involved in deciding his own remuneration. The report of the Remuneration Committee is set out on pages 19 to 23.
The attendance of individual directors at Remuneration Committee meetings during the year is set out in the table below:
Number of
Meetings
meetings
attended
A
.J. Reade
5
5
K.D. Noonan
5
5
By invitation:
G.N. Vernon
5
5
R
.D. Armstrong
3
3
R
.K. Brenner
1
1
K.E. Bigsby
3
3
B.M. Riley
5
5
D.P. Szostak
2
2
The Group has an Audit Committee, whose responsibilities include reviewing the scope of the audit and audit procedures, the format and content of the audited financial statements and interim reports, including the notes and the accounting principles applied. The Audit Committee also reviews internal control, including internal financial control, in conjunction with the Board. The Audit Committee will also review any proposed change in accounting policies and any recommendations from the Group´s auditors regarding improvements to internal controls and the adequacy of resources within the Group´s finance function. The Audit Committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the external audit with the external auditors. The Audit Committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.
All directors may attend meetings and at least twice a year representatives of the Group´s auditors have an opportunity to meet the Audit Committee at which time they also have the opportunity to discuss matters without any Executive Director being present.
