Corporate Governance
The Board of Directors is accountable to shareholders for the good corporate governance of the Group. The principles of corporate governance and a code of best practice are set out in the Combined Code. Although under the rules of AIM, the Group is not required to comply in full with the Code nor to state where it derogates from it, the Board has taken steps to comply with the Code's principles in so far as practicable for a company of this size. This statement sets out how the principles of the Code are applied to Charteris plc.
Board of Directors
The Company is headed by a Board of Directors which leads and controls the Group. The Board currently comprises four Executive Directors and three Non-Executive Directors who bring a wide range of experience and skills to the Company. The Non-Executive Chairman of the Company is Cliff Preddy. There is a clear division of responsibilities between the four executives led by David Pickering as Chief Executive Officer. Paul Biddle is an Independent Non-Executive Director. It is considered that this gives the necessary mix of industry specific and broad business experience necessary for the effective governance of the Group. The Board meets regularly, normally on a monthly basis. The Board has delegated certain authorities to committees, each with formal terms of reference.
Audit Committee
The Audit Committee is chaired by Paul Biddle and comprises the Non-Executive Directors. It meets at least twice a year with the external auditors, with the Finance Director attending by invitation. If appropriate, the external auditors attend part of each Committee meeting without the presence of the Finance Director for independent discussions. Paul Biddle, as a Chartered Accountant and Director of Finance of the Royal Surrey County Hospital, provides current financial experience. A formal statement of independence is received from the external auditors each year. The chairman of the Audit Committee reports to the Board on matters discussed at Committee meetings.
Remuneration Committee
The Remuneration Committee is chaired by David Mann and comprises the Non-Executive Directors. No member of the Committee has any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships or day-to day involvement in running the business. No Director plays a part in any discussion about his or her own remuneration. In determining the Directors’ remuneration for the year, the Committee consulted David Pickering (CEO) about its proposals. The Committee meets as and when appropriate during the year and is responsible for determining all aspects of the Executive Directors’ remuneration, including share options and the terms and conditions of their service contracts.
Internal controls
The Directors acknowledge that they are responsible for the Group’s system of internal controls and for reviewing its effectiveness. The Group maintains a comprehensive process of internal controls including operational, compliance and risk management, as well as financial controls. Risk management and internal control are considered by Directors at Board meetings. Any such system of control is designed to manage rather than eliminate risk and can provide only reasonable, but not absolute, assurance against material misstatement or loss.