Introduction
Supporta plc is an AIM Listed company and while the AIM rules do not require the Group to comply with any specific corporate governance principles, the Group adopts generally accepted corporate governance good practice wherever size and resources permit.
The Board of directors
The Group supports the concept of an effective Board leading and controlling the Group. The Board is responsible for approving Group policy and strategy. It meets periodically and has a schedule of matters specifically reserved to it for decision. Management supplies the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary.
The current Board consists of four executive Directors and two Non-Executive Directors. The Non-Executive Directors are independent of management and any business or other relationship which could interfere with the exercise of their independent judgment. The Non-Executive Directors provide a strong independent element on the Board and bring experience at a senior level to business operations and strategy. The Non-Executive Chairman of the Board is Dr. C Grace and the Group Chief Executive is J Jasper.
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Relations with shareholders
The Group values the views of its shareholders and recognises their interest in the Group's strategy and performance, Board membership and quality of management. It therefore holds regular meetings and presentations to its institutional shareholders to discuss objectives.
The Annual General Meeting (AGM) is used to communicate with private investors and they are encouraged to participate. The Chairman of the Audit and Remuneration Committees is available to answer questions. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the annual report and accounts. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after it has been dealt with by a show of hands.
Accountability and audit
The Board seeks to present a balanced and understandable assessment of the Group position and prospects in all interim and price-sensitive reports, reports to regulators and in the information required to be presented by statute.
The Audit Committee comprises Dr. C Grace and N Scholte who are Non-Executive Directors. The terms of reference of the Committee include keeping under review the scope and results of the external audit and its cost effectiveness. The Committee reviews the independence and objectivity of the external auditors. This includes reviewing the nature and extent of non-audit services supplied by the external auditor to the Group, seeking to balance objectivity and value for money.
Internal control
The Board of Directors has overall responsibility for the Group's system of internal control and for reviewing its effectiveness. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Group's objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.
Assessment of business risk
A system of business risk identification, assessment, and evaluation is in place within the management process throughout the Group. Strategic risks are regularly reviewed by the Board. Risks relating to the key activities within the subsidiary operating units are assessed continuously.
Control environment
The Group's operating procedures include a comprehensive system for reporting financial and non-financial information to the Board, including:
• preparation of 3-year strategy plans for business development;
• preparation and review of annual budgets;
• review of the business at each Board meeting, focusing on any new risks arising (for example key changes in the market).
Control procedures
Detailed operational procedures have been developed for each of the Group's operating businesses that embody key controls. The implications of changes in law and regulations are taken into account within these procedures.
Monitoring process
There are clear procedures for monitoring the system of key controls. The most significant component is a review by the Audit Committee of the process for identifying and assessing risks and the effectiveness of controls.
The Board has considered the need for an internal audit function but has decided that this is not justified at present. However, it will keep the decision under review on at least an annual basis.
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 they continue to adopt the going concern basis in preparing the financial statements.
Directors' remuneration
The Board recognises that Directors' remuneration is of legitimate concern to the shareholders and is committed to following current best practice. The particulars of the remuneration of the Directors and their interests are set out in the Directors' Report. The Remuneration Committee comprises Dr. C Grace and N Scholte.
