The directors acknowledge the importance of the UK Corporate Governance Code and have regard to its requirements so far as is appropriate to a Group of the size and nature of Share plc. Although not required to do so, the directors have consistently provided corporate governance disclosures comparable with those that are voluntarily provided by AIM-quoted companies. The Group also complies with the Quoted Companies Alliance (‘QCA’) Corporate Governance Code for small and mid-size quoted companies.
Our current Statement of Compliance with the QCA Code is available to read.
The Board consists of three executive directors and three non-executive directors whose biographies can be found here. These biographies demonstrate a range of experience and 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 details of these committees can be found here.
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. During 2017, the Audit and Risk Committee approved a formal policy on non-audit services. This policy is based on current best practice and implements a requirement for Committee approval for receipt of non-audit services together with spend thresholds on non-audit services.
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 has considered the absence of a formal internal audit function in the context of the Group’s compliance procedures and other controls, and has 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 control 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 FCA handbook;
- Client asset control and reconciliation; and
- Internal control and compliance reviews providing formal monitoring, risk assessment and reporting of weaknesses in departmental processes.
Relations with Shareholders
The Board recognises the importance of communications with shareholders. The Chairman’s statement and the Strategic Report 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 2018