The directors acknowledge the importance of the UK Corporate Governance Code and have complied with its requirements so far as is appropriate to a Group the size and nature of Share plc. Although not always required to do so, the directors have consistently provided corporate governance disclosures comparable with those that are voluntarily provided by AIM-quoted companies.
The Board consists of three executive directors and two non-executive directors whose biographies are set out on the Board of Directors page. These biographies demonstrate a range of experience and sufficient calibre to bring independent judgment on issues of strategy and performance which is vital to the success of the Group. The Board is responsible to shareholders for the proper management of the Group.
The structure of the Board and its sub committees is regularly reviewed and these committees can be found on the Board Committees page.
Policy on non audit services provided by the auditor To safeguard the independence of the audit process, non-audit services provided by the auditor are usually limited to defined audit related work and tax services that fall within specific categories. The auditor’s remuneration for taxation services relates to advice in connection with the completion of the current and prior year tax computations for the Group.
Risk management and internal control The Board has overall responsibility for risk management and internal controls. The schedule of matters reserved for the Board ensures that the directors maintain full and effective control over all significant strategic, financial, organisational and compliance issues. The Audit and Risk Committee have considered the absence of a formal internal audit function in the context of the Group’s compliance procedures and other controls, and have concluded this is appropriate.
The directors have delegated to executive management the establishment and implementation of a system of internal controls appropriate to the regulatory and business environment in which it operates. This system of controls has been developed and refined over time to meet the Group’s current and future needs and the risks and opportunities to which it is exposed. These controls include but are not limited to:
- Strategic planning and the related annual planning and quarterly re-forecasting process including the ongoing review by the Board of the Group’s strategies;
- The definition of the organisational structure and appropriate delegation of authorities to operational management;
- The internal financial reporting and review of financial results and other key performance criteria;
- Accounting and financial reporting policies to ensure the consistency, integrity and accuracy of the Group’s financial records;
- Regulatory control, compliance and application of the FSA rulebook;
- Client asset control and reconciliation; and
- Internal control and compliance reviews providing formal monitoring, risk assessment and reporting of weaknesses in departmental processes.
Going concern The Group has considerable financial resources and no external debt. With a diversified customer base and core recurring revenue streams along with large elements of discretionary spending in the Group’s cost base, the directors believe that the Group is well placed to manage its business risks successfully despite the uncertain economic outlook. Therefore, after making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis has continued to be used in the preparation of the Annual Report and Financial Statements.
Relations with shareholders The Board recognises the importance of communications with shareholders. The Chairman’s Statement and the Business Review in the Annual Report include a detailed consideration of the business, its strategy, operations and future prospects.
The Board uses the Annual General Meeting to communicate with investors and welcomes their participation. All directors are available at Annual General Meetings to answer questions. The proxy votes cast on each resolution proposed at general meetings are disclosed at those meetings. Regular press announcements are also provided to inform shareholders and potential investors and are posted on this website as well as through the London Stock Exchange news service.
Source: Annual Report 2010
