TyraTech
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Annual Report & Accounts 2009 - Corporate Governance
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T YR AT ECH, INC. / ANNUAL R EPORT 20 0 9 Corporate Governance (CONTINUED) The Board reviews the actual financial results versus budget and forecast together with other management reports containing non-financial information. Schedules of financial authority limits detailing management authority limits for commitments in respect of sales orders, capital and operating expenditure are circulated to relevant employees and updated at least annually. The Board considers that there have been no weaknesses in internal financial controls that have resulted in any material losses, contingencies or uncertainties requiring disclosure in the financial statements. The Chairman ensures that directors take independent professional advice as required at the Group's expense in appropriate circumstances and all members of the Board have access to the advice of the Group Secretary. GOING CONCERN The Company has produced monthly forecasts to the end of 2012 and based upon cash expected to be received through existing contracts, new contracts to be closed and the ability to control costs as a result of the Company's cost minimization program, with existing cash on hand and cash received from a share placing in May 2010, the Directors believe that the Company will have sufficient cash to meet its working capital needs through the next twelve months. For this reason the Company continues to adopt the going concern basis. The claim by Molecular Securities for US$2.8 million is being contested in court and the Company expects the claim to be resolved in 2010. Whilst the Directors believe that the Company will successfully defend itself in the lawsuit there can be no assurance that this will be the case. If Molecular Securities, Inc. were to prevail in some or all of its claim against the Company, there could be a material adverse effect upon the Group's working capital and the Company might have insufficient funds to meet such a claim. INTERNAL AUDIT The Group does not have an internal audit function. However, the Audit Committee reviews annually the need for such a function and has done so during the year. The current conclusion of the Board is that it is not necessary, given the modest scale and lack of complexity of the Group's activities. SHAREHOLDER COMMUNICATION It is the Group's policy to involve its shareholders in the affairs of the Group and to give them the opportunity at the Annual General Meeting to ask questions about the Group's activities. This process enables the views of shareholders to be communicated to the Board. In addition, any direct enquiries are dealt with by the Group Secretary and communicated as appropriate to the Board. Other than in exceptional circumstances, all Directors, including those newly appointed, attend the Annual General Meeting of the Group, and make themselves available for introductions and answering shareholders' questions. Established procedures ensure the timely release of price sensitive information and the publication of financial results and regulatory financial statements. The Group also maintains a website, www.tyratech.com, which incorporates corporate, financial, product information and news.