Safeguard integrity in financial reporting
Board committees
The Board has established two committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current committees of the Board are the Remuneration and Audit committees. Each is comprised entirely of non-executive directors.
Committee charters have been written, setting out each committees’ role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. These charters will be available on the Company’s website. Matters determined by committees are submitted to the full board as recommendations for board decision, as required unless the Board has delegated the authority for a decision to the appropriate committee.
Minutes of committee meetings are tabled at subsequent board meetings.
Audit committee
The non-executive directors on the committee are:
- Mr Kenneth Gross (Chairman)
- Mr Paul Freiman
- Mr Adam Wilczega
Details of these directors’ qualification, expertise, experience and attendance at Audit Committee meetings are set out in the directors’ report on pages 9 – 14. The chairman of the Audit Committee is an independent director. The members have been selected because of the particular skills and experience they contribute to the committee.
The Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and external auditors are invited to attend Audit Committee Meetings at the discretion of the committee. Time is allocated for the Audit Committee to meet with the external auditors without management being present. The responsibilities of the Audit Committee are to:
| (a) |
assist the Board to discharge fiduciary responsibilities with regard to the Company's accounting, control and reporting practices by monitoring the internal control environment and management over corporate assets; |
| (b) |
review internal controls and any changes thereto approved and submitted by the Company's CFO; |
| (c) |
provide assurance regarding the quality and reliability of financial information used by the Board to enable the Board to maintain confidence in the financial reports; |
| (d) |
oversee the activities of the external audit staff of the Company and to review the Company's risk management policies and internal control processes; |
| (e) |
review and recommend to the Board the adoption of the Company's annual financial statements; and |
| (f) |
liaise with and review the performance of the external auditor, who may be invited to attend Audit Committee meetings to discuss financial matters and business risk. |
Corporate reporting
The CEO and CFO have made the following certifications in writing to the Board:
- that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Group and Company and are in accordance with relevant accounting standards; and
- that the above statements are founded on a sound system of risk management and internal compliance and control and which implement the policies adopted and that the Company’s risk management and internal compliance and control is operating efficiently and effectively in all material aspects.
External auditors
The Company’s and Audit Committee’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance and existing value. KPMG LLP were appointed as the external auditors in November 2006.
During the financial year, the external auditors did not render any non-audit services to the Group. It is the policy of the external auditors to provide an annual declaration of their independence to the Audit Committee.
Risk assessment and management
The Board is responsible for ensuring there are adequate policies in relation to risk oversight and management, and internal control systems. In summary, the Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, addressed and monitored to enable achievement of the Group’s business objectives.
Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the code of conduct is required at all times and the Board actively promotes a culture of quality and integrity.
Remuneration committee
The remuneration committee consists of the following non-executive directors:
- Mr Paul Freiman (Chairman)
- Dr. Marian Gorecki
Details of these directors’ qualifications, experience and attendance at remuneration committee meetings are set out in the directors’ report on pages 9 – 14.
The remuneration committee advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive and non-executive directors.
Further information on directors’ remuneration is set out in the directors’ report and note 29 to the financial statements.
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