Corporate Governance

Company Information

The Board believes that good corporate governance is key to ensuring that the Group is managed in an effective, efficient and entrepreneurial manner, to the benefit of all stakeholders.

The purpose of this part of our website is to give the Group’s stakeholders an understanding as to how the Group achieves good corporate governance.

Operation of the Board

The primary role of the Board is to provide leadership and strategic direction to the Group and to conduct the Group’s business in the best interest of the shareholders. The Board is also responsible for ensuring that good corporate governance is observed throughout the Group and that business and financial risks are properly reviewed and managed.

To achieve these objectives the Board meets on a monthly basis and discusses progress against its strategic objectives. A detailed financial budget and business plan are drawn up and approved by the Board on an annual basis and detailed financial and operational reports are presented to the Board every month which include discussion of performance against the annual budget and business plan. Board papers are circulated to all members of the Board well in advance of the monthly Board meetings allowing directors who are unable to attend the opportunity to contribute to the matters to be discussed. All discussions, including issues which are not resolved, are recorded in minutes which are circulated to all directors in a timely fashion.

In addition, business and financial risks are reviewed and discussed including legal and other external developments and the Group’s cash flow and funding requirements are monitored to ensure that they are sufficient to facilitate the Group’s business objectives.

Audit Committee

The Audit Committee comprises David Higgins (Chairman) and Gary Ashworth. The Audit Committee plans to meets a minimum of twice a year. The Chief Financial Officer and the external auditors attend the meetings when requested by the Committee.

David Higgins is considered by the Board to have recent and relevant financial experience.

The Committee’s principal responsibilities are to review the integrity of the Group’s annual and interim reports, preliminary result announcements and any other formal announcements relating to its financial performance, alongside reviewing the Group’s systems of internal control and risk management.

The Committee monitors the independence, objectivity and independence of the audit process and matters relating to the appointment of the Company’s auditor which is RSM UK Audit LLP. Both the Committee and the auditors themselves have safeguards in place to ensure that the objectivity and independence of the auditors is maintained. In addition to the annual appointment of the auditors by shareholders, the Committee regularly reviews their independence taking into consideration relevant UK professional and regulatory requirements. The Committee also reviews their performance and fees charged.

Non-audit work is carried out by the auditors where the Committee believes that it is in the Group’s best interests to make use of the auditor’s extensive knowledge of the business. The Committee continuously monitors the quality and volume of this work and other accounting firms are used where appropriate.

Details of fees paid to the auditors for both audit and non-audit work is detailed in the InterQuest Group’s annual report.

Nomination Committee

The members of the Nomination Committee are Gary Ashworth (Chairman) and David Higgins.

The Nomination Committee’s terms of reference are to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes. The Nomination Committee also considers future succession for appointments to the Board and to senior management, in order to maintain an appropriate balance of skills and expertise within the Company and on the Board.

Remuneration Committee

The Remuneration Committee comprises David Higgins.

The Committee meets at least twice a year to determine the remuneration policy and the individual remuneration packages of the three Executive Directors.

The remuneration of senior management throughout the Group is discussed in general but detailed matters are delegated to the Chief Executive Officer.

Assessment of Risk and Internal Control

The Board has overall responsibility for the Group’s internal control systems and for monitoring their effectiveness in order to safeguard shareholders’ investments and the Group’s assets. Executive Directors and senior management are responsible for the implementation and maintenance of the internal control systems, which are subject to periodic, and at least annual, review by the Board.

The Board monitors the ongoing process by which critical risks to the business are identified, evaluated and managed. The Board and particularly the Audit Committee assesses the effectiveness of the Group’s system of internal controls, including financial, organisational and compliance controls and risk management systems.

The Group’s internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the Group’s objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. In assessing what constitutes reasonable accuracy, the Board considers the materiality of financial risks and the relationship between the cost of, and benefit from, internal control systems.

Every month the Board reviews the actual financial performance of the company against the budget, as well as other key performance indicators.

The Group’s policies and procedures continue to be refined and updated for distribution throughout the Group.

Internal Audit

The Group does not currently have an internal audit function. The need for an internal audit function has been and is regularly reviewed by the Audit Committee in light of the growth of the business.