The Board has overall responsibility for Corporate governance within the Group and this is underpinned by a framework aligned to the requirements of the
business. The full Board retains certain matters for its own review and decision making while other responsibilities are delegated to sub-committees of the
Board, namely the Audit Committee and the Remuneration Committee.
As a Company whose shares are traded on the AIM market of the London Stock Exchange, it is not necessary for the Company to comply with the requirements of the UK Corporate Governance Code 2014 (the ‘Code’). However, the Board believes that
it is accountable to the Company’s shareholders and others for good corporate governance and is committed to the same. Where appropriate, taking into account the Company’s size and nature, the Company complies with the Code. It also follows the corporate governance guidelines of the Quoted Companies Alliance for companies whose shares are traded on AIM.
The Impellam Group Board of Directors
The Board of Directors comprises the Chairman, two Executive Directors and six Non-executive Directors. The Board is responsible for overseeing the management of the Group’s strategy and its businesses, reviewing trading performance, ensuring adequate funding, maintaining a system of internal controls and risk assessment, ensuring good corporate governance and reporting to shareholders. The Board meets when required and at least eight times per annum.
During the period ended 1 January 2016, the Board met on eight occasions. The Board has a formal schedule of matters aligned to its oversight responsibilities and specifically reserved for their decisions. All Directors are subject to election by shareholders at the first opportunity after their appointment and subject to re-election every year. The Board considers that the Non-executive Directors bring a range of business and financial experience to the Group. They are responsible for scrutinising the performance of management and determining appropriate levels of remuneration of Executive Directors. They also have a key role in appointing and, when required, removing Executive Directors.
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. The Chairman’s primary role is ensuring that the Board functions properly, meets its obligations, and has the correct organisation and mechanisms in place to work effectively. The Chief Executive Officer’s primary role is to provide overall leadership and vision in developing, alongside the Board, the strategic direction of the Company. The Chief Executive Officer is also responsible for the management of the overall business, ensuring strategic and business plans are effectively implemented and the results of which are monitored and reported to the Board to ensure financial and operational objectives are attained.
Board tenure as at August 2016:
Lord Ashcroft: 1 year, 7 months
Julia Robertson: 4 years, 3 months
Alison Wilford: Joined August 2016
Angela Entwistle: 3 years, 10 months
Mike Ettling: 2 years, 10 months
Michael Laurie: 2 years
Derek O’Neill 1 year, 8 months
Sir Paul Stephenson: 2 years
Shane Stone: 4 years, 10 months
Rebecca Watson: 8 years, 2 months
The Board and its Committees
The Board has an Audit Committee whose responsibilities include oversight of the Group’s internal risk and controls strategy, including establishing whistleblowing
arrangements; reviewing Interim and Annual Reports and financial statements prior to their submission to the full Board and reviewing reports from external auditors.
On behalf of the Board, they also examine and review internal financial controls; financial and accounting policies and practices; and the form and content of financial reports and statements, plus the financial judgements therein.
The Committee ensures that arrangements are in place for employees of the Group to raise concerns about any possible improprieties, either confidentially or publicly and that procedures are in place for the proportionate and independent investigation of any such matters, and appropriate follow-up action. The Committee also reviews the independence, objectivity, performance, behaviour and effectiveness of the external auditors with whom it meets at least twice a year, and the nature of any non-audit services provided by them.
The Audit Committee is required to report its findings to the Board. This means identifying any matters on which it considers action or improvement is needed. The Committee operates under written terms of reference and meets at least twice each year. During the period ended 1 January 2016 they met on three occasions.
The Audit Committee comprises two Non-executive Directors: Mike Ettling (Chair), and Michael Laurie.
The Board has a Remuneration Committee that is responsible for making recommendations to the Board on Directors’ remuneration. It also reviews recommendations from the Chief Executive Officer on other senior executives’ remuneration, including performance-related remuneration. The Committee operates under written terms of reference and during the period ended 1 January 2016, it met on two occasions.
The Remuneration Committee comprises two Non-executive Directors: Angela
Entwistle (Chair) and Shane Stone.
The Directors have responsibility for the Group’s overall system of internal controls and for reviewing their effectiveness. They recognise that the system is designed to manage and mitigate, rather than eliminate, the risk of failure to achieve business objectives. It can provide only reasonable and not absolute assurance against
material financial misstatement or loss. The Directors have established an organisational structure with clear terms of reference that must be adhered to by all subsidiaries. There is a programme of regular review by the Board and executive management, which provides assurance that the control environment is operating
as intended. A key element of this review is strategic business planning and subsequent performance monitoring. Each business has defined financial performance plans that are agreed by the Board at the beginning of each financial period to meet Group objectives. These plans contain measurable performance targets which are continuously monitored to identify shortfalls, so that corrective actions can be taken. In addition, the Company maintains a Risk Register that is updated and
reviewed by the Audit Committee and Board on a regular basis.
During this reporting period, the Audit Committee has reviewed the effectiveness of the Company’s internal control system, and also considered the requirement for an internal audit function. While the Company does have a number of departments carrying out elements of this role, it has, on occasion, used external resources to provide internal audit activities. Further internal audit work will be carried out in the current financial period using both internal and external expertise and the Board and the Audit Committee will continue to consider how this is resourced.
Dialogue with Shareholders
The Directors have visited a number of current and potential institutional shareholders to ensure a mutual understanding of objectives and to further explain the Group’s strategy. The Board will also use the Annual General Meeting to communicate with private and institutional investors whose participation it welcomes. The Non-executive Directors will attend the AGM and are available to answer any questions relevant to the Committees they chair.