The board is committed to high standards of corporate governance. Detailed below are the key components of the group’s current corporate governance policies and procedures which, where appropriate to the group, comply with the corporate governance guidelines for small and mid-size quoted companies published by the Quoted Companies Alliance.
The board consists of the executive chairman, two executive directors and three non-executive directors.
The executive chairman is responsible for the workings and leadership of the board together with managing the business with the support of the other executive directors.
The executive directors are Ric Traynor, executive chairman, Nick Taylor, group finance director, and Mark Fry, head of business recovery and advisory. The independent non-executive directors are Graham McInnes, John May and Mark Stupples. The board considers that the non-executive directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.
Graham McInnes is the senior independent director.
All directors have access to the company secretary and all group records. Each director is authorised to take external advice at the expense of the company in support of his duties.
The board’s responsibility is to provide overall leadership and oversee the performance and successful strategic development of the group as well as setting and monitoring the professional standards and values which its divisions and stakeholders demand, together with overseeing the internal control and risk management of the group. In the absence of a formal nominations committee the board is responsible for ensuring that it retains appropriate composition and balance of skills and expertise as well as considering relevant succession.
Day-to-day operational management of the group’s respective divisions is delegated by the board to two principal operating boards (business recovery and advisory services and property services) which comprise of relevant members of the group’s executive team and include senior partners and managers from the respective divisions.
The full board meets formally on a quarterly basis and informally where relevant throughout the year. Relevant executive directors sit on and attend the regular operational board meetings for the group’s two operating divisions. Agendas for these meetings formalise the matters reserved for decision by the respective boards with papers circulated in advance for consideration and comment. Meetings are structured to allow for the open discussion and debate of the key issues.
The board has delegated certain responsibilities to two sub-committees, each of which has written terms of reference. The minutes of the committees are circulated to and reviewed by the board.
Meetings with institutional shareholders and analysts take place throughout the year and all shareholders are free to contact any member of the board at any time. The executive chairman and group finance director have primary responsibility for investor relations and lead the regular programme of presentations and meetings. The senior independent director is also available to meet shareholders if required and provides an alternative contact point for shareholders. Shareholders have a formal opportunity to question the board at the annual general meeting of the company, at the conclusion of which all board members are available for informal discussion.
The systems of internal control and risk management are the responsibility of the board, which sets and reviews appropriate policies. Managers are delegated the tasks of implementation and maintenance of systems in accordance with those policies and the identification, evaluation, management and reporting of risk and control issues.
Budgets are produced annually and key performance targets within them are set by the board.
Performance against those budgets is regularly reviewed and variances are investigated and acted upon by members of the board and both head office and divisional managers. Reforecasting is undertaken when variances are material and, if adverse, cannot be eliminated by such action.
The above systems and procedures can only provide reasonable assurance; they cannot eliminate the potential of material misstatement or loss, nor the risk of the group falling short of its strategic objectives and targets