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Corporate Governance Report
43
Corporate Governance Report
Audit Committee Membership
The Audit Committee is chaired by Michael Kayser and its other
members are Rodney Baker-Bates and David Beever. The
Company Secretary acts as its secretary.
Michael Kayser is considered by the Board and the Nomination
Committee to hold the requisite recent and relevant financial
experience.
The quorum for an Audit Committee meeting is any two
members. Only members of the Audit Committee and the
Company Secretary are permitted to attend meetings.
However, the Chief Financial Officer and the Group’s external
auditors will normally be invited to attend meetings.
At least once a year, the Audit Committee will meet with the
external auditors without the Chief Financial Officer or any
other Executive Directors present.
Attendance at Audit Committee meetings
The terms of reference of the Audit Committee from 1 March
2008 (which are available on the Group’s website) require it to
meet at least three times per year. During the period under
review, the Audit Committee met on six occasions, with
attendance as set out in the table below:
Number of Audit Committee meetings in the period 6
Member
Number of meetings attended
Michael Kayser
6
Rodney Baker-Bates
5
Daniel Dayan
5
Shareholder Relations
The Company is committed to maintaining good
communications with shareholders. Senior executives,
including the Chairman, Chief Executive Officer and Chief
Financial Officer, have dialogue with individual institutional
shareholders in order to develop an understanding of their
views which are periodically fed back to the Board.
Twice a year general presentations are given to analysts and
investors covering the annual and half year results. In addition
members of the Board meet with institutional investors and
analysts on a periodic basis.
The Company Secretary generally deals with enquiries from
individual shareholders. www.stobartgroup.com contains
published information and press releases.
Whistleblowing Policy
The Board has prepared and approved a whistleblowing
policy which has been circulated within the Group. This policy
includes arrangements for employees to raise concerns about
possible improprieties in financial or other matters.
Arrangements include independent investigation of such
matters and appropriate follow-up action.
Internal Control and Risk Management
The Directors’ responsibilities in connection with the financial
statements are set out in the Directors’ Report on page 38. The
Board, through theAudit Committee, is responsible for theGroup’s
system of internal control and for reviewing its effectiveness.
The Board considers risk assessment, implementation of
mitigating actions and internal control to be fundamental to
achieving the Group’s strategy. Internal control gives the Board
reasonable but not absolute assurance. The Board has an
ongoing process for identifying, evaluating and managing
significant risks faced by the Group and maintains a risk register.
The system of internal control is based upon:
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The Board’s overall responsibility.
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The Group has an organisational structure with established
lines of accountability, as well as clearly defined levels of
authority.
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Regular, and at least annual review, by the Board and the
Audit Committee.
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Compliance with the Turnbull Guidance 2005.
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Support by company policies in other areas such as finance.
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Management rather than elimination of the risk of failure
to achieve strategic objectives. It can also only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Audit Committee and the Board have reviewed the
effectiveness of internal control (including financial,
operational and compliance controls together with risk
management in accordance with the Code) over the period
of this report, and to the date of its publication and confirm
that no significant failings or weaknesses have been
identified. If they had been, the Board confirms that the
necessary actions would have been taken to remedy them.
The Audit Committee review the independence of the auditors
at the interims and at year end.
The Group has a business systems internal audit function
which reviews performance against the agreed policies and
procedures. The Board has considered extending this to all
aspects of financial controls and procedures and concluded
that it is not necessary.
Corporate Responsibility
Richard Butcher, Deputy CEO and Company Secretary, takes
Board level responsibility for developing and implementing the
Group’s policy and approach for corporate responsibility.
This includes its arrangements for matters relating to people,
society and the environment.