The Board is committed to the highest
standards of corporate governance in relation to its size and sets out below
details of how it has applied the provisions of the Combined Code considered
appropriate.
Board Composition
The Board has two executive
directors and two independent non-executive directors. Details of the
Board members are on "Board of Directors" page.
The Board meets regularly
throughout the year and has a formal schedule of matters specifically reserved
for its decision.
The non-executive directors are
considered by the Board to be independent of management and free from any
relationship which could materially interfere with the exercise of their
independent judgement. They receive a fixed fee for their services.
If required, the directors are
entitled to take independent legal advice and if the Board is informed in
advance, the cost of the advice will be reimbursed by the Company. The Company
Secretary's services are available to all members of the Board.
Due to the current size of the
Company the roles of Finance Director and Company Secretary are carried out by
one person.
Board Committees
The Board has three standing committees, the membership of which
is set out in the "Board of Directors" page.
Audit Committee
The Audit Committee meets as
required, but at least twice a year. In addition to reviewing the annual report
and financial statements and the interim statement prior to their submission to
the Board for approval, it keeps the scope, cost effectiveness, independence and
objectivity of the external auditors under review. This includes monitoring the
level of non-audit fees.
The committee routinely meets
for private discussion with the external auditors, who attend its meetings, as
required.
The committee members are as follows: Mark Abrahams Chairman; John
Markham
Remuneration Committee
The report of the Remuneration Committee is set out in the Annual
Report and Accounts.
The committee members are as follows: John
Markham Chairman; Mark
Abrahams
Nominations Committee
The Nominations Committee considers succession planning, reviews
the structure, size and composition of the Board and nominates candidates to
fill Board vacancies.
The committee members are as follows: Mark Abrahams Chairman; John Markham; Richard
Harpum
Board Appointments
Any decision to appoint further
directors to the Board is taken by the entire Board in a formal meeting. Where
it is deemed necessary, new members of the Board are provided with appropriate
training in respect of their roles and duties as a public company
director.
Relations with
Shareholders
The Company places a great deal
of importance on communication with its shareholders.
John Markham has been identified
as the Company's Senior Independent Director. He is available to shareholders
who wish to raise any concerns that they have been unable to resolve through
other channels and to attend meetings between management and major
investors.
The notice of the AGM will be
sent to shareholders at least 21 clear days before the Meeting. At the
forthcoming AGM, the Company will indicate the level of proxy voting and members
of the Board and its committees will be available to answer
questions.
Internal Control
The directors acknowledge their
responsibility for the Group's systems of internal control.
The Group maintains systems of
internal control to provide reasonable but not absolute assurance against
material misstatement or loss. The directors believe they are appropriate for
the size and scale of the business taking into account the costs, however, as a
consequence, the controls and governance in place in Inditherm in many respects
fall short of those required by the Combined Code.
The system of internal control
is structured around an assessment of prioritisation of the various risks to the
business. The control environment is designed to address particularly those
risks that the Board considers to be material to the business, in safeguarding
the assets against unauthorised use or disposition and maintaining proper
accounting records which produce reliable financial information.
The Board has reviewed the
effectiveness of the system of internal control for the accounting period and
the period to the date of approval of the financial statements.
The key features of the Group's
systems of internal control are as follows:
Management structure with clearly defined
responsibilities and authority limits.
A comprehensive system of reporting
financial results to the Board.
Quality control systems certified under ISO
9001.
Appraisal and authorisation of capital
expenditure.
The Company does not currently
operate an internal audit function. At the Audit Committee meetings the Finance
Director presents a formal report on Internal Controls and a programme of work
to ensure systems and processes are continuously improved.
Going Concern
After making enquiries, the directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason, the going concern basis
has been adopted in preparing the financial statements.
