The policy of the Board is to manage the affairs of the Company having regard to the terms of the UK Corporate Governance Code. The Directors support the principles underlying these requirements insofar as is appropriate for a Group of the size of Restore plc.
The Board of Directors
The Group is led and controlled by a Board comprising two Executive Directors and four independent Non-Executive Directors.
Board meetings are held on a regular basis and no significant decision is made other than by the Directors. All Directors participate in the key areas of decision-making, including the appointment of new Directors. The Board receives timely information on all material aspects for the Group to enable it to discharge its duties.
All Directors submit themselves for re-election at the Annual General Meeting at regular intervals.
The Company has an established Remuneration Committee consisting of the Chairman and the Non-Executive Directors. The Chairman and Non-Executive Directors are responsible for the consideration and approval of terms of service, remuneration, bonuses, share-based incentives and other benefits of the Executive Directors. All decisions made are after giving due consideration to the size and nature of the business and the importance of retaining and motivating management. The Committee meets at least once a year and at other times as appropriate.
The Company has established an Audit Committee comprising the Chairman and Non-Executive Directors who are responsible for reviewing the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor.
The Company has established a Nominations Committee comprising the Chairman and Non-Executive Directors who are responsible for reviewing and making recommendations to the Board on its size, structure and composition as well as succession planning. In addition, the Committee evaluates the balance of skills, diversity, knowledge and experience of the Board.
The Company has established a Risk Committee chaired by Non-Executive Director Sharon Baylay. The Committee convenes every four months to discuss and continue to assess the Company's most significant risks. These include; people, property, infrastructure and IT, health and safety, financial, environmental and reputational risks. All of our divisions are represented within the Committee and we have updated risk registers completed every six months. The Committee reports directly to the Group Board and Operations Board and seeks to understand current or future risks and put a strategic plan in place should a potential area of concern be highlighted.
Relations with shareholders
The Chief Executive and the Group Finance Director are the Company's principal contact for investors, fund managers, the press and other interested parties. The company meets regularly with its large investors and institutional shareholders who along with analysts are invited to meetings by the Company after the announcement of the Company's results. The Company conducts bi-annual investor roadshows in the UK. At the Annual General Meeting, investors are given the opportunity to question the entire Board.
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group’s systems are 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 control are as follows:
- Management structure – The Board meets regularly to discuss all issues affecting the Group.
- Investment appraisal – The Group has a clearly defined framework for investment appraisal and approval is required by the Board where appropriate.
The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant control deficiencies have come to light during the year and no weakness in internal financial control has resulted in any material losses, contingencies or uncertainties which would require disclosure as recommended by the Turnball Guidance for Directors on reporting on internal financial control.
The Board considers that in light of the control environment described above, there is no current requirement for a separate internal audit function. The Board will continue to review the need to put in place an internal audit function.