Board of Directors’ Responsibilities
The directors are responsible for preparing the Annual Report and the financial statements of the Group in accordance with applicable law and International Financial Reporting Standards as adopted for use in the European Union ("IFRSs"). The parent Company can prepare its financial statements under IFRS or UK GAAP.
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the Group and parent Company
and of the profit or loss of the Group for that period. In
preparing those financial statements, the directors are required
to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and
prudent;
- state whether applicable IFRSs have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group will continue
in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the directors are aware:
- there is no releveant audit information of which the Group's auditors are unaware; and
- the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
The directors are respnsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors acknowledge the importance of the 'Principles of Good Govern theance and Code of Best Practice' published by the London Stock Exchange (usually described as the 'Combined Code'). This code is not mandatory for companies listed on the Alternative Investment Market but the Board is committed to apply it as appropriate to the company given its size and nature.
The board comprises the independent Non-Executive Chairman, the CEO, the CFO and three independent Non-Executive Directors. The board meets regularly, reviewing trading performance, ensuring adequate funding, setting and monitoring strategy and when appropriate, reporting to shareholders. To enable the board to discharge its duties, all directors receive appropriate and timely information.
The Audit committee comprising P Harkness, M Danson and V Smith is responsible for reviewing the group’s accounting and financial reporting practices and disclosures, its internal controls, the work of the external auditor and group compliance with financial policies, regulations and laws.
The Remuneration committee, comprising M Danson, V Smith and B Fair, meet as and when necessary to agree the terms of service, salaries and allocation of share options of the executive directors.
