P19
All Directors may attend meetings and at least twice a year representatives of the Group's independent 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.
The Audit Committee monitors fees paid to the auditors for non-audit work and evaluates on a case by case basis whether it should put the requirement for non-audit services out to tender. The Group's auditors, Grant Thornton LLP, have not been instructed to carry out non-audit work during the year. Other firms of advisors were employed during the year for tax compliance services.
A "whistle blowing" policy has been implemented whereby employees may contact the Chairman of the Audit Committee on a confidential basis.
The attendance of individual directors at Audit Committee meetings during the year is set out in the table below:
Number of Meetings
Meetings Attended
B.M. Riley (Chairman)
3
3
G.N. Vernon
3
3
K.D. Noonan
3
3
By invitation:
R.D. Armstrong
3
3
K.E. Bigsby
3
3
A.J. Reade
3
3
D.P. Szostak
2
2
P. Regan
1
1
The Nomination Committee is responsible for considering and making recommendations concerning the composition of the Board, including proposed appointees to the Board, whether to fill vacancies that may arise or to change the number of Board members. The appointments during the year did not involve open advertising.
The attendance of individual directors at Nomination Committee meetings during the year is set out in the table below:
Number of Meetings
Meetings Attended
G.N. Vernon (Chairman)
2
2
A.J. Reade
2
2
B.M. Riley
2
2
By invitation:
R.D. Armstrong
1
1
K.E. Bigsby
1
1
K.D. Noonan
2
2
P. Regan
1
1
INTERNAL CONTROL AND RISK MANAGEMENT
The Directors acknowledge that they are responsible for establishing and maintaining the Group's system of internal control and reviewing its effectiveness. The Group is small and the Directors are closely involved in the management of the business. At the beginning of the financial year we identified the key risks that the Group face during the financial year. The Board has since reviewed these risks as part of the strategic planning exercise, considering the likelihood of
the risk occurring and the potential impact on the business. The Board will continue to review and update the risk
management process on an ongoing basis. No significant weaknesses or failings were identified, however, the internal controls are designed to manage rather than eliminate the risk of failure to achieve business objectives and the Board recognizes that any system can only provide reasonable and not absolute assurance against material misstatement or loss.
The Group operating procedures include a comprehensive system for reporting financial and non-financial information to the Directors.
The planning system produces rolling three-year strategic plan annually. The first year of the three-year plan is a proposed operating budget, phased monthly. These are approved by the Board and forecast updates are carried out quarterly. The financial projections include income statement, balance sheet and cash flows.
