Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Leading Technology and Project Management Solutions

Providing professional business solutions to global organisations and consumers in order to develop the best project management eco-system possible

Corporate Governance

Corporate Governance

As a Company quoted on the Alternative Investment Market (AIM) of the London Stock Exchange, the Company is not required to comply with the UK Corporate Governance Code. However, the Directors have adopted the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code). The QCA Code adopts key elements of the UK Corporate Governance Code, current policy initiatives and other relevant guidance and applies these to the needs and particular circumstances of small and mid-size quoted companies on a public market. The QCA Code has been designed to meet the different needs of developing and growing companies.

The Directors are committed to ensuring appropriate standards of Corporate Governance are maintained by the Group and this statement sets out how the Board generally applies the QCA Code in its management of the business.

The Board recognises its collective responsibility for the long term success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk. During a normal year there is a minimum of ten scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board's agenda is set by the Chairman in consultation with the other Directors and the Company Secretary.

Under the provisions of the Company's Articles of Association all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year is required to stand for election at the next following annual general meeting, ensuring that each Board member faces re-election at regular intervals.

The Directors are entitled to take independent professional advice at the expense of the Company and have access to the advice and services of the Group's General Counsel and Company Secretary.

The Board

The Board meets regularly and agrees and monitors the progress of a variety of Group activities. These include strategy, business plan and budgets, acquisitions, major capital expenditure and consideration of significant financial and operational matters. The Board also monitors the exposure to key business risks and considers legislative, environmental, employment, quality and health and safety issues. There is a written statement of matters reserved for consideration by the Board.

In addition the Executive Directors, together with the Group's senior management team, hold regular formal and informal meetings to monitor progress made towards the Group's objectives.

Committees

The Board has established an audit committee, which comprises Michael Higgins (chairman) and John Caterer, and a remuneration committee, which also comprises John Caterer (chairman) and Michael Higgins, with formally delegated responsibilities.

The Board has not established a nomination committee as it regards the approval and appointment of Directors (whether executive or non-executive) as a matter for consideration by the whole board.

Audit Committee

The audit committee meets at least twice a year. Typically the auditors and the Finance Director are also invited to attend meetings. It is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. It also reviews the effectiveness of the Group's systems of internal control on an ongoing basis.

It is also responsible for appointing the auditors, ensuring the auditors' independence is not compromised, and reviewing the reports on the Group from the auditors in relation to the accounts and internal control systems.

The Group does not have an internal audit department, although the need for one is reviewed from time to time within the Audit Committee framework.

Remuneration Committee

The remuneration committee is responsible for reviewing the performance of the Executive Directors, and for determining the scale and structure of their remuneration packages and the basis of their service contracts bearing in mind the interests of shareholders. The committee also monitors performance and approves the payment of performance related bonuses and the granting of share options.

Internal Control

The QCA Code provides that the Board is responsible for putting in place and communicating a sound system to manage risk and implement internal control.

Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group's system is designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The key procedures that have been established and which are designed to provide effective internal control are as follows:

  • A formal management structure with a schedule of matters specifically reserved for the Board's approval. The Executive Directors and other members of senior management meet regularly to control and monitor the Group's activities.
  • A strategic planning and budget setting process with both annual and longer-term forecasts reviewed and approved by the Board.
  • A comprehensive monthly financial reporting system which compares results with budgets, together with a written report detailing current trading conditions, variations from budget and updated forecasts.
  • A report to the audit committee from the auditors stating any material findings arising from the audit. This report is also considered by the Board and action taken where appropriate.
  • A framework for capital expenditure and controls including authorisation procedures and rules relating to the delegation of authority.
  • Risk management policies to manage issues relating to health and safety, disaster recovery, legal compliance, insurance and security.

Relations with Shareholders

The Group places a high level of importance on communicating with its shareholders and welcomes and encourages such dialogue within the constraints of the AIM Rules and other regulations applicable to publicly quoted companies. The Group works closely with its Nominated Adviser, brokers and financial PR advisors to maintain an active dialogue with institutional and private shareholders and analysts through a programme of investor relations carried out during the year.

Information is made available on the Company's website in accordance with the requirements of Rule 26 of the AIM Rules for Companies.

The Company has adopted electronic communication to the fullest extent permissible and shareholders are notified when new statutory information is available on the website. Hard copies of reports are only sent where shareholders have specifically requested their receipt.

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