Corporate Governance
The Directors acknowledge the importance of the Principles set out in the Combined Code issued by the committee on Corporate Governance. Although the Combined Code is not compulsory for AIM companies, the Directors seek to apply these principles as far as practicable and appropriate for a relatively small company as follows:
The Board of Directors
The Board meets regularly and is responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The Board has a formal schedule of matters specifically reserved for its decisions. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Articles provide that Directors will be subject to re-election at the first opportunity after their appointment and the Board will voluntarily submit to re-election at intervals of three years.
The Roles of the Chairman and Chief Executive
The division of responsibilities between the Chairman of the Board, Tony Gatehouse and the Chief Executive, Juan Carlos Rodriguez Martinez is clearly defined. The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The Chairman facilitates the effective contribution of non-executive directors and ensures Directors receive accurate, timely and clear information. The Chief Executive has direct charge of the group on a day to day basis and is accountable to the Board for the strategic, financial and operational performance of the Group.
Directors and Directors’ Independence
The Board currently comprises the Chairman, Chief Executive Officer, Finance Director and one non-executive director. The names of the Directors together with their biographical details are set under ‘Meet the Board’. The non-executive director is of sufficient calibre that his views carry significant weight in the Board’s decision making.
The Company Secretary
The Company Secretary is responsible for advising the Board through the Chairman on all governance matters. The directors have access to the advice and services of the Company Secretary. The Company’s Articles of Association and the schedule of matters reserved for the Board’s decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.
External Relations
The Group maintains a website (www.medseaestates-ir.com) containing a wide range of information of interest to institutional and private investors.
Internal Financial Control
The Board is responsible for establishing and maintaining the Group’s system of internal financial control and places importance on maintaining a strong control environment.
The key procedures which the Directors have established with a view to providing effective internal financial control are as follows:
- The Group’s organisational structure has clear lines of responsibility;
- The Group will prepare a comprehensive annual budget for approval by the Board. Quarterly results are to be reported against the budget and variances closely monitored by the Directors; and
- The Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate courses of action to manage those risks. The Directors recognise, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss.
The Directors review the effectiveness of the system of internal financial control on an ongoing basis.
The Nomination Committee
The Nomination Committee comprises the Chairman and non-executive director. The Committee’s role is to consider board appointments, the continuance of the non-executive directors and other matters relating to the Board.
The Remuneration Committee
The Remuneration Committee currently comprises the members of the Board under the Chairmanship of the independent Non-Executive Director, Ken Burrage. The Committee's role is to consider and approve the remuneration and benefits of the Executive Directors.
In framing the Company's remuneration policy, the Remuneration Committee has given full consideration to Section B of The Combined Code.
The Committee’s principal responsibilities are:
- setting, reviewing and recommending to the Board for approval the Group's overall remuneration policy and strategy;
- setting, reviewing and approving individual remuneration packages for executive directors and the Chairman, including terms and conditions of employment and any changes to the packages; and
- reviewing the salary structure and terms, conditions and benefits of employment of other Group Executive Committee members.
The Audit Committee
The Audit Committee comprises the members of the Board under the Chairmanship of the independent Non-Executive Director, Ken Burrage. The Audit Committee meets at least twice a year and considers the appointment and fees of the external auditors and discusses the scope of the audit and its findings. The Committee is also responsible for monitoring compliance with accounting and legal requirements and for reviewing the annual and interim financial statements prior to their submission to the Board.
Auditors’ Independence and Objectivity
The Audit Committee reviews all services being provided by the external auditors to review the independence and objectivity of the external auditors, taking into consideration relevant professional and regulatory requirements, so that these are not impaired by the provision of permissible non-audit services.
Going Concern
After making enquiries, the directors 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.
This information is being disclosed for the purposes of rule 26 of the AIM Rules for companies. |
