Corporate governance

The group is committed to principles of good corporate governance and the values of transparency contained in the Walker Report. This statement describes how the principles of corporate governance are applied to the business.

Board constitution and procedures
The Board comprises of the following members:
Tom Hall - Chairman, Apax Partners Representative
Trevor Mather - Chief Executive Officer
Zillah Byng-Maddick - Executive Director
Sean Glithero - Chief Financial Officer
Irina Hemmers - Apax Partners Representative
Andrew Miller - GMG Representative
Darren Singer - GMG representative
Ed Williams - Non executive director

The Chief Executive is responsible for the day-to-day operations of the group and the development of strategic plans for consideration by the Board.

The Board has two principal committees: an Audit Committee and a Remuneration Committee, whose terms of reference are approved by the Board.

Audit Committee
The Audit Committee is chaired by Darren Singer, an accountant with relevant financial experience. Its other member is Tom Hall. The Chief Financial Officer and the external auditors are invitees at all meetings of the committee, which meets at least twice a year. The Audit Committee met twice during this financial year with all members in attendance.

In addition to monitoring the integrity of the financial statements and the effectiveness of internal controls (including determining relevant action in respect of any control issues raised by the internal and external auditors), the committee is also responsible for considering the need for an internal audit function, monitoring the external auditors, approving their terms of engagement and remuneration, and advising the Board on the appointment of the external auditors.

Remuneration Committee
The Remuneration Committee is chaired by Andrew Miller. Its other member is Irina Hemmers. The HR directors from TMG and GMG are invited to all meetings of the committee, which meets at least twice a year. The Remuneration Committee met twice during this financial year with all members in attendance.

The committee is responsible for monitoring and approving the remuneration of senior executives and Board members.

Whistle blowing policy
The group has a whistle blowing policy which seeks to establish an open environment in which serious concerns about malpractice within the group may be dealt with in a constructive manner with the aim of providing a rapid means under which genuine concerns made in good faith can be raised internally without fear of repercussions to the individual. The policy is designed to comply with the provisions of the Public Interest Disclosure Act 1998.

Internal control
The directors acknowledge that they are responsible for the group’s system of internal control and for reviewing its effectiveness. The system is designed to manage rather than eliminate the risk of failure to achieve the group’s stated objectives, and can only provide reasonable, and not absolute, assurances against material (including financial) misstatement or loss.

The procedures used to review the effectiveness of the system of internal (including financial) control are reviewed by the Board. Key features of the procedures are as follows:

Business risks are managed to minimise probability of occurrence and impact, and the actions taken are reported regularly to the Board. The group maintains a risk register which is used to regularly identify and evaluate risks as well as documenting controls and responses to these risks.
Purchasing is conducted in accordance with published procedures and authority limits. Authority for entering into contracts is controlled by seniority, and must be approved by the Board above a certain level.
Budgets are set annually and reviewed and approved by the Board. Reporting of results includes a comparison to budget.
Management accounts are reviewed by the Board and Executive Committee on a monthly basis. The management accounts contain detailed trading financial information, KPI’s and economic data as well as the group’s cash and debt position.
Duties are segregated, so that one person does not perform processing from beginning to end of financial transactions. Preparation of documentation is separated from authorisation and execution of a transaction.
Investments and capital expenditure above a certain level must be approved by the Board.
Appointment of external advisors must be approved by the Board where fees are above a certain level.
The Audit Committee considers and determines relevant action in respect of any significant control issues raised by the internal or external auditors.

The Board is committed to ensuring that the group’s data and information, and its information technology systems, are as secure as practicable. Security controls and procedures are in place to prevent unauthorised access to the group’s premises. Regular backups of electronic information are taken with copies securely stored. Management has established disaster recovery plans which would be implemented in the event that facilities were unavailable for prolonged periods.

The group is committed to attracting and retaining people of high calibre, and a culture of integrity and honesty is promoted by the Board which permeates through every level of the organisation.

These procedures are reinforced by reports from internal and external auditors submitted to the Audit Committee.

Identification and evaluation of business risk
The Board regularly reviews and evaluates significant risk areas in terms of probability of occurrence and likely impact.

The Board is responsible for assessing these risks and for implementing control and reporting procedures to ensure the risks are properly managed, again in terms of minimisation of probability of occurrence and impact.

The Board receives regular updates on the key risks and the related controls.

Going concern
The directors, after making enquiries and on the basis of current financial projections and the facilities available, believe that the group has adequate financial resources to continue in operation for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.