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Board Committees

The Company recognises the importance of the principles of good corporate governance. The Board is accountable to Shareholders for good corporate governance and the statement set out below describes how the Group applies the principles identified in the UK Corporate Governance Code. The Company is controlled through the Board, which currently comprises two Executive Directors and three Non-executive Directors. The Chairman and the other two Non-executive Directors are all considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgment. The principal role of the Board is the protection and advancement of Shareholders’ interests. A formal schedule of matters reserved for consideration by the Board gives it responsibility for overall Group strategy, acquisition and investment policy, approval of major capital expenditure projects and consideration of significant financing matters. The Board also reviews the strategic direction of the Group, any codes of conduct, annual budgets, progress towards achievement of these budgets and any capital expenditure programmes.

The Committees

Risk & Compliance

The Audit Committee’s key objectives are the provision of effective governance over the appropriateness of the Group’s financial reporting, including the adequacy of related disclosures, the performance of both the internal and external audit function, and the management of the Group’s systems of internal control, business risks and related compliance activities.

The Audit Committee’s report is set out on pages 43 to 45 of the 2014 annual report. The report includes details the Audit Committee’s membership, activities during the year, significant issues that it considered in relation to the financial statements and how those issues were addressed. The report also contains an explanation of how the committee assessed the effectiveness of the external audit process and the approach taken in relation to the appointment or reappointment of the auditors.

The Nomination Committee comprises Alan Jackson (Chairman), and all of the Non-Executive Directors.

The Nomination Committee meets on an as needed basis and members’ attendance is set out in the table on the following tab.

The Nominations Committee reviews the structure, size and composition of the Board and its committees and makes recommendations with regard to any changes considered necessary in the identification and nomination of new Directors, the reappointment of existing Directors and appointment of members to the Board’s committees. It also assesses the roles of the existing Directors in office to ensure that there continues to be a balanced Board in terms of skills, knowledge, experience and diversity.

The Remuneration Committee is responsible for making recommendations to the Board on remuneration policy for the Chairman, Executive Directors and senior management. The Directors’ Remuneration Report is set out on pages 46 to 59 of the 2014 Annual Report and details the Remuneration Committee’s membership, activities during the year and the policy on remuneration. The Chairman of the Remuneration Committee attends the AGM to respond to any Shareholder questions that might be raised on the Remuneration Committee’s activities.

The Risk & Compliance committee is chaired by Paul Hewitt, Non-executive director, who took over from Hilary Stewart-Jones on his appointment on 27 August 2015. The other members of the committee are Alan Jackson, Chairman, Hilary Stewart-Jones, Deputy Chairman, Andrew Thomas, Non-executive Director, David McLeish, General Counsel, Ian Ince, Head of Regulatory Affairs and Compliance and Robert Penfold, Head of Internal Audit.

The Company Secretary, Brian Moore is secretary to the committee.

In addition, PwC LLP, in their capacity as providers of internal audit services, and executives of the Group including the Chief Information Officer, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may be invited to attend meetings to present matters or for the committee to have the benefit of their experience.

The primary responsibilities delegated to, and discharged by, the committee can be found on pages 39 and 40 of the 2014 annual report.

The Disclosure Committee ensures accuracy and timeliness of public announcements of the Company and monitors the Company’s obligations under the Listing Rules and Disclosure and Transparency Rules of the UK Listing Authority. Meetings are held as required.

The Disclosure Committee comprises Andrew Thomas (Chairman of the Audit Committee), Andrew Smith (Chief Financial Officer), Alex Latner (General Counsel), Brian Moore (Company Secretary) and Andrew Smith (Head of Investor Relations).

The senior management committee has recently been established to further improve the Group’s decision making processes and it is the key management committee for the Group and comprises the Executive Directors of the company. The members of the committee are Mor Weizer (Chief Executive Officer), Andrew Smith (Chief Financial Officer) Shimon Akad (Chief Operating Officer), Alex Latner (General Counsel), Brian Moore (Company Secretary) and Ian Ince (Head of Regulatory Affairs and Compliance).

The committee considers and discusses plans coming from the operational side of the business and from the various product verticals, in light of the Group’s strategy and capital expenditure and investment budgets, including the implications of those plans (in areas such as resources, budget, legal and compliance). The committee either approves the plans or as necessary refers the proposal for formal Board review and approval in accordance with the company’s formal matters reserved for the board.

Processes, Communication and Controls


The Board is committed to an ongoing evaluation process of itself and its committees to assess their performance and identify areas in which their effectiveness, policies and processes might be enhanced. The Chairman and the Chief Executive Officer, in discussion with the senior non-executive Director, intend to undertake a review of the performance of individual Directors. The senior non-executive Director will consider the performance of the Chairman, taking into account the views of the Executive Directors.

Newly appointed directors can expect a detailed and systematic induction on joining the board. They meet various members of senior management and familiarise themselves with all core aspects of the group’s operations. On request, meetings can be arranged with the major shareholders.

Board and committee meetings – attendance
Board Audit Remuneration Nomination Risk
Number of Meetings
Roger Withers1 7 of 8 2 of 2 4 of 5 2 of 2 2 of 4
Alan Jackson 8 of 8 2 of 2 5 of 5 2 of 2 4 of 4
Mor Weizer 8 of 8 - - - -
Ron Hoffman 8 of 8 - - - -
Andrew Thomas 8 of 8 2 of 2 5 of 5 2 of 2 4 of 4
Hilary Stewart-Jones2 2 of 8 - 1 of 5 - 2 of 4
  • (1) resigned 9 October 2013
  • (2) appointed 9 October 2013
Communication with Investors

Primary responsibility for effective communication with shareholders lies with the Chairman, but all the Company’s Directors are available to meet with shareholders throughout the year. In particular the Chief Executive and Chief Financial Officer prepare a general presentation for analysts and institutional shareholders following the interim and preliminary announcements. Further presentations are also prepared following significant acquisitions and whenever the Board considers it beneficial to the shareholders to do so.

The Company endeavours to answer all queries raised by shareholders promptly.

Shareholders are encouraged to participate in the Annual General Meeting at which the Chairman will present the key highlights of the Group’s performance. The Board will be available at the Annual General Meeting to answer questions from shareholders.

Internal Control

In presenting the annual report, and having monitored, reviewed or approved all shareholder communications in 2011 and since the end of the financial year, the Board is confident that it has presented a balanced and understandable assessment of the Company’s position and prospects.

The Company has established an internal audit function responsible for reviewing, reporting and monitoring improvements in internal control performance across its operations. In the first part of the year, this function was conducted by Icarus Wyatt Consulting Limited who were appointed to undertake the internal audit function, commencing with a full risk assessment of the Company. Following the assessment, it was decided to appoint PricewatershouseCoopers LLP to undertake further internal audit work, focusing on key risk processes and provide an ongoing independent assurance that these key processes are effective.

The board confirms that an internal audit programme has been agreed by the Audit committee and any necessary action will be taken to remedy any significant failings or weaknesses identified from the review. This system of internal controls and audit is designed to ensure local legal and regulatory compliance and manage, rather than eliminate, the risk of failure to achieve business objectives. It can therefore only provide reasonable and not absolute assurance against material misstatement or loss.

The Group has a widely publicised Code of Conduct, approved by the Risk Committee, a specific delegated authorities framework, and a dedicated Compliance function, headed by Peter Cercone who has many years experience of regulatory matters in his native Australia, to ensure that the Company meets with all applicable regulatory requirements wherever it operates. Performance across the group is also closely scrutinised against budget and forecasts. These initiatives help establish and promote an improved control environment and working practices. In addition, the Company has initiated a Corporate Social Responsibility programme to identify the key non-financial risk areas on a group-wide basis.

Investor relations (IR) and communications

The company has well-established Investor Relations (“IR”) processes, which support a structured programme of communications with existing and potential investors and analysts. Executive directors and members of the IR team participated in a number of investor events, attending industry conferences and regularly meet or are in contact with existing and potential institutional investors from around the world, ensuring that Group performance and strategy is effectively communicated, within regulatory constraints.

Other representatives of the Board and senior management meet with investors from time to time. The Head of IR provides regular reports to the Board on related matters, issues of concern to investors, and analyst’s views and opinions. Whenever required, the executive directors and the Chairman communicate with the Canaccord Genuity to confirm shareholder sentiment and to consult on governance issues. During 2013, forty-nine regulatory announcements were released informing the market of acquisitions, corporate actions, important customer contracts, financial results, the results of annual general meetings and Board changes. Copies of these announcements, together with other IR information and documents, are available on the Group website.

Independence of Auditors

The Board undertakes a formal assessment of the auditor’s independence each year, which includes:

  • A review of non-audit related services provided by the Company and related fees;
  • Discussion with the auditor of a written report detailing all relationships with the Company and any other parties which could affect independence or the perception of independence;
  • A review of the auditor’s own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the rotation of the audit partner;
  • Obtaining written confirmation from the auditors that they are independent, and
  • A review of fees paid to the auditors in respect of audit and non-audit services.

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