Lansdowne, as an AIM listed Company, is not required to comply with the July 2003 Combined Code on Corporate Governance. However, the Board recognises the importance of sound corporate governance and has ensured that, following Admission, the Company adopted policies and procedures which reflect such of the Principles of Good Governance and the Code of Best Practice as published by the Committee on Corporate Governance (commonly known as the Combined Code), as are appropriate to the Company’s size.
The Board comprises a Chairman,one Executive Director and three Non-Executive Directors. Viscount Torrington is the senior Non-Executive Director and Chairman.
The Board is responsible for setting overall Group strategy, policy, monitoring Group performance and authorising significant transactions.
The Board meets not less than four times a year and has adopted a schedule of matters reserved for its decision. All Directors have full and timely access to information and may take independent professional advice at the Group’s expense.
The Board has two standing committees with terms of reference as follows:
Audit and Remuneration Committees
These committees are comprised solely of Non-Executive Directors who take no part in the discussion of their own remuneration. Both are chaired by John Greenall.
The Audit Committee comprises John Aldersey-Williams (Chairman), Jeffrey Auld and Viscount Torrington. It determines the terms of engagement of the Company’s auditors and determines, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in the Company. The Audit Committee has unrestricted access to, and oversees, the relationship with the Company’s auditors. The Audit Committee meets at least twice a year and meets with the Company’s auditors at least once a year. Directors may attend by invitation.
The External Auditors are engaged to express an opinion on the financial statements. They review and test the systems of internal financial control and data contained in the financial statements to the extent necessary to express their audit opinion. They discuss with management the reporting of operational results and the financial position of the Group and present their findings to the Audit Committee.
The Audit Committee reviews the independence and objectivity of the External Auditors. The Committee reviews the nature and amount of non-audit work undertaken by Ernst & Young LLP each year to satisfy itself that there is no effect on their independence. The Committee is satisfied that Ernst & Young LLP are independent.
The Group does not have an internal audit function but the need for such a function is reviewed at least annually. It is the current view of the Board that an internal audit function is not considered appropriate given the size and nature of the operations and the Group.
The Remuneration Committee comprises John Aldersey-Williams, Steven Lampe and Viscount Torrington (Chairman). It reviews the scale and structure of the Executive Directors remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the Non-Executive Directors are set by the entire Board. No Director or manager of the Company may participate in any meeting at which discussion or any decision regarding his own remuneration takes place. The Remuneration Committee also administers any share option schemes or other employee incentive schemes adopted by the Company from time to time.
Risk Management and Internal Control
The Board has established an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. Management from each business area and major project identify their risks, the likelihood of those risks occurring, the impact if they do occur and the actions being taken to manage and mitigate those risks to an acceptable level. This process is reviewed by the Board annually and accords with the Turnbull guidance on internal control. It has been in place throughout the year under review and up to the date of this report.
The Board of Directors has overall responsibility for maintaining a sound system of internal financial control to safeguard shareholders investment and the Groups assets. Such a system can provide reasonable but not absolute assurance that assets are safeguarded, transactions are authorised and correctly recorded, and that material errors and irregularities are either prevented or would be detected within a timely period. The system, which has been in place throughout the year and up to the date of this report, comprises the following main elements, all of which are reviewed by the Board:
- An organisation structure with clearly defined lines of responsibility and delegation of authority.
- Appointment of employees of the necessary calibre to fulfil their allotted responsibilities.
- Established procedures for budgeting and capital expenditure.
- Monthly reporting of actual performance compared to budget, reviewed by the Board quarterly.
- Rolling monthly forecasts for the financial year.
- The Group reports to shareholders on a half yearly basis to ensure timely reporting of financial results.