The Board of One51 plc is firmly committed to business integrity, strong ethical values and professionalism in all of its activities and operations. It is therefore committed to maintaining the highest standards of corporate governance. As an unlisted Company, One51 plc is not required to report on its application of the UK Corporate Governance Code (the UK Code) as issued by the Financial Reporting Council in September 2014. However, the Directors are committed to maintaining high standards and have undertaken to design appropriate corporate governance arrangements having regard to best practice taking into account the size of the Group and the nature of its activities.
The Board is responsible for the overall leadership and control of the Group and for determining the nature and extent of the significant risks it is willing to take in achieving the Group’s strategic objectives. A formal policy in respect of matters reserved to the Board for decision remains in place and includes the approval of Group strategic plans, annual budgets, financial
statements, significant capital expenditure items, major acquisitions and disposals, Executive and Director remuneration, changes to capital structure, Board appointments, and the review of the Group’s corporate governance arrangements and system of internal control.
The roles of Chairman and Chief Executive are separate with a clear division of responsibility between them. Formal documentation in respect of this division of responsibility is in place. The Board oversees and delegates responsibility for the management of the Group through the Chief Executive to executive management. The Board also delegates some of its responsibilities to Board Committees, specifically the Audit Committee, Remuneration Committee and Nomination Committee. Ad-hoc Committees are also formed from time to time to deal with specific matters. Individual Directors may seek independent professional advice at the Company’s expense, where they determine it necessary to discharge their responsibilities as Directors. The Group has an insurance policy in place which indemnifies the Directors in respect of legal action taken against them.
It is Board policy that at least half the Board, excluding the Chairman, shall consist of independent Non-Executive Directors. All of the Directors bring independent judgment to bear on issues of strategy, performance, resources, key appointments and standards.
Board policy in respect of assessment of non-executive directors' independence is based on the principles relating to independence in the Code, and includes the following:
A Director may not be considered independent if he/she:
- has been an employee of the company or group within the last five years;
- has, or has had within the last three years, a material business relationship with the company either directly, or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company;
- has received or receives additional remuneration from the company apart from a director's fee, participates in the company's share option or a performance-related pay scheme, or is a member of the company's pension scheme;
- has close family ties with any of the company's advisers, directors or senior employees;
- holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
- represents a significant shareholder; or
- has served on the board for more than nine years from the date of their first election.
The Chairman is responsible for the efficient and effective working of the Board. He/she is responsible for ensuring that the Board considers the key strategic issues facing the Group and that the Directors receive accurate, timely, relevant and clear information.
SENIOR INDEPENDENT DIRECTOR
The Senior Independent Director is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer and is available to meet shareholders on request. The Senior Independent Director is also available to act as intermediary for directors, if necessary.
The appointment and removal of the Company Secretary is a matter for the Board. All Directors have access to the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with.
TERMS OF APPOINTMENT
All Non-Executive Directors are issued with formal letters of appointment setting out the terms and conditions on which they are appointed.
RETIREMENT AND RE-ELECTION
Under the Company's Articles of Association at least one-third of Directors must retire at each Annual General Meeting and all Directors must submit themselves for re-election at least every three years. Directors appointed by the Board must submit themselves for election at the first Annual General Meeting following their appointment.
INDUCTION AND DEVELOPMENT
All new Directors on appointment receive briefing material in addition to briefings from management in relation to Group operations, management and structures. Ongoing briefings for Directors are also held on a regular basis with management and the opportunity is afforded to directors to visit group operations.
It is Board policy to meet not less than 10 times a year. The Board will also meet at other times as it considers appropriate. Members of the Board, and in particular the Audit Committee, usually make at least one visit per year to at least one of the operating subsidiaries. In addition the Board normally spends one day per year reviewing the Group's strategy. In addition, at least one meeting per year provides an opportunity for Non-Executive Directors and the Chairman to meet without the Executive Directors present.
The Chairman sets the agenda for each meeting in consultation with the Chief Executive and Company Secretary. The agenda and Board papers, which provide the Directors with relevant information to enable them fully consider the agenda items in advance, are circulated prior to each meeting. Directors are encouraged to participate in debate and engage in constructive challenge.
Annual evaluations of the Board, the Committees, the Chairman and individual Directors are completed internally. The evaluations of the Board, the Committees and individual Directors are typically conducted verbally.
The evaluation of the Chairman is facilitated by the Senior Independent Director. The Senior Independent Director meets with the other non-executive directors, without the Chairman present, to review the performance of the Chairman, taking the views of the executive directors into account. Formal feedback is provided to the Chairman by the Senior Independent Director.
Details of remuneration paid to Directors (executive and non-executive) is set out each year in the Remuneration Committee Report of the Annual Report.
SHARE OWNERSHIP AND DEALING
Details of Directors' shareholdings are set out in the Annual Report.
Board policy regarding dealing in company shares for directors, senior managers and those employees who may, from time to time, be considered to have insider information, is based on the Model Code of the current Irish Stock Exchange listing rules.
INTERNAL CONTROL AND RISK MANAGEMENT
The Board of Directors has overall responsibility for our system of internal control, for monitoring its effectiveness and for confirming that there is a process for identifying, evaluating and managing the significant risks to the achievement of the Group's strategic objectives. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.
The consolidated financial statements are prepared subject to the oversight and control of the Chief Financial Officer, ensuring correct data is captured from Group locations and all required information for disclosure in the consolidated financial statements is provided. A control framework has been put in place around the recording of appropriate eliminations and other adjustments. The consolidated financial statements are reviewed by the Audit Committee and approved by the Board of Directors.
The Board confirms that the Group's ongoing process for identifying, evaluating and managing its significant risks and uncertainties has been in place for the year under review and up to the date of approval of the financial statements.
Group management has responsibility for major strategic development and financing decisions. Responsibility for operational issues is devolved, subject to limits of authority, to operating business management. Management at all levels is responsible for internal controls over the business functions that have been delegated. This embedding of the system of internal control throughout the Group’s operations ensures that the organisation is capable of responding quickly to evolving business risks and that significant internal controls issues, should they arise, are reported promptly to appropriate levels of management.
The key risk management and internal control procedures, which are supported by detailed controls and processes, include:
- A clearly defined organizational structure with clearly defined lines of authority and responsibility;
- Skilled and experienced group, divisional, and business unit management;
- A comprehensive system of financial reporting involving budgeting, monthly reporting and variance analysis to the Board.
- A comprehensive system of management reporting encompassing trading activities, operational issues, financial performance, working capital, cash flow and asset management;
- The operation of board approved internal control, treasury and risk management policies;
The system of internal control is supported by an internal audit function, which reviews key business processes and controls. The Audit Committee approves internal audit plans and deals with significant control issues raised by internal and external audit.