Corporate Governance
The Group is committed to high standards of corporate governance. As an AIM company it is not required to comply with the requirements of the Combined Code but, given that the Group is committed to meeting these principles as far as it reasonably can, the commentary below reflects the extent to which voluntary compliance has been achieved during the year under review. This commentary is not subject to audit.
Board of Directors
The company is controlled through the Board of Directors which currently comprises two executive and three independent non-executive directors. The Company has historically combined the posts of Chairman and Chief Executive in one person, namely Richard Parris. The Board believes that to separate the roles would be detrimental at this stage of the Group’s development. All directors, in accordance with the Code, submit themselves for re-election at least every three years.
Committees of the Board
The Board has established two standing committees, the Audit Committee and the Remuneration Committee. These operate within defined terms of reference that are reviewed by the Board annually. The Group does not have a Nominations Committee at present, but all Board level appointments are dealt with by the Board as a whole. The Audit Committee consists of the Non-Executive Directors under the Chairmanship of Jurek Sikorski. Its duties include the review of the Group’s financial controls and accounting policies and the review of the annual and interim financial statements prior to submission to the Board.
The Finance Director is normally invited to attend each meeting as are the external auditors, who have direct access to the Chairman of the Committee at all times.The Remuneration Committee also consists of the Non-Executive Directors under the Chairmanship of Royston Hoggarth. The Committee’s responsibilities are to advise upon and make recommendations to the Board with regard to the salaries of the Executive Directors, and to approve proposals for the granting of share options.
Relations with Shareholders
The Company gives high priority to communications with current and potential future shareholders by means of an active investor relations programme. The principal communication with private investors is through the website (www.intercede.com) and the provision of Annual and Interim Reports. All shareholders will receive at least twenty working days notice of the Annual General Meeting at which all of the Directors will be present and available for questions.
Going Concern
The Directors, after having made appropriate enquiries, including a review of the Group’s financial forecasts for 2011/12 and 2012/13, 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.
Internal Control
The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group which complies with the guidance “Internal Control: Guidance for Directors on the Combined Code (The Turnbull Report)”. The key features of the Group’s internal control systems are as follows:
Group Organisation and Culture
The Board meets regularly, and is responsible for the overall Group strategy, acquisition and divestment policy, approval of major capital expenditure projects and consideration of significant financing matters. It monitors the key business risks and reviews the strategic direction of the Group, its codes of conduct, forward projections and progress towards their achievement. Senior management concentrates on the formulation of strategic proposals to the Board and operational decision making.
Delegation of Authority
The Board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Group, whilst delegating authority to individual directors who are responsible for the day to day management of the business.
Financial Reporting
There is a comprehensive planning system, including regular periodic forecasts which are presented to and approved by the Board. The performance of the Group is reported monthly and compared to the latest forecast and the prior period.
Memorandum & Articles of Association
The Company's Memorandum & Articles of Association are attached below along with the Certificate of Incorporation on Change of Name to Intercede Group plc.
Articles of Association - Intercede Group plc
Change of Name - Intercede Group plc
Memorandum of Association - Intercede Group plc
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