Alkane is listed on AIM. Accordingly, compliance with the revised Combined Code is not mandatory; however the Company remains committed to high standards of corporate governance, following the recommendation on corporate governance of the quoted companies alliance.
The Board has delegated certain powers and duties to the board committees, all of which operate within clearly defined terms of reference.
The following committees deal with the specific aspects of the group’s affairs:
Alkane’s system of internal control helps safeguard shareholders’ investments and Company assets and is designed to manage, rather than eliminate, material risks to the achievement of business objectives.
The Board directs Group Strategy and all major decisions of financial, technical or organisational importance and acknowledges that it has overall responsibility for maintaining a sound system of internal control and for reviewing its effectiveness.
The Group has ongoing policies and processes that are designed to identify, evaluate, manage and mitigate risks over a range of business activities. As new procedures and working practices have been adopted risk factors are routinely considered and internal controls embedded into the existing management systems wherever possible. On an annual basis the Board reviews the Group’s system of controls.
The Board annually reviews the effectiveness of the Group’s system of internal control. This review includes the identification of the key risks facing the business together with an assessment of the controls for managing these risks. The results of this together with a review of risks facing the Group as a whole are reported to and considered by the Board, via the Audit Committee. The directors are committed to continuing to develop and embed good risk management principles throughout the group as part of the process of continuous improvement.
The Board recognises that it is accountable to shareholders for the performance and activities of the Group and attaches considerable importance to the effectiveness of its communications with shareholders.
Regular dialogue is maintained with institutional investors, fund managers and financial analysts with the aim of fostering mutual understanding of Company objectives. Formal presentations and meetings are held following the announcement of results and at other times as required.
The Annual General Meeting is also a valuable opportunity to meet and communicate with private shareholders, who have an opportunity in that forum to question the Board on any matter affecting the Group’s performance. The Chairmen of the Audit, Remuneration and Nomination committees will ordinarily be available at the Annual General Meeting to answer questions.
The annual and half-year reports together with other information about the Group are also made available on the Group’s website at www.alkane.co.uk.
The Board can also be contacted at emailtheboard@alkane.co.uk
To achieve the necessary balance, experience and responsibility, the board currently comprises John Lander as non-executive Chairman, Neil O’Brien as Chief Executive Officer , Stephen Goalby as Finance Director, and Julia Henderson, Cameron Davies and Joe Darby as a non-executive directors. The composition and operation of the Board demonstrates a range of experience and the members are of sufficient calibre to bring independent judgment on issues of strategy, performance, resources and standards of conduct, which are vital to the success of the Group. Click here to see brief biographies of the directors, together with their membership of board committees.
The Board meets at least five times a year and additional meetings are convened to discuss any matters that require urgent consideration. it has a formal schedule of matters specifically reserved for its decision, and in particular for strategy and policy, the approval of financial statements, reviewing trading performance, major capital expenditure, acquisition possibilities and the yearly business plan and budget.
There is a clear division of responsibility between the Chairman and the Chief Executive Officer, whose posts are and will remain separate. The Chairman is primarily responsible for the working of the Board. The Chief Executive Officer is responsible for running the business and for implementing Board strategy and policy
The Board is currently made up of six directors; two executive and four non-executive directors (including the Chairman).
Whilst the Chairman is not considered to be independent under the Combined Code, Alkane considers the non-executive directors to be independent of the Group’s management and free from any business or relationship that could materially interfere with the exercise of their independent judgment.
Members of the Board are informed of the Company’s business and activities by written reports and proposals sent to them in advance of each meeting and reports made to them during meetings by the executive directors. The Board is advised of actions taken by the Board Committees, including significant actions taken by management. The non-executive directors have a particular responsibility to ensure strategies proposed by the executive directors are fully discussed and critically examined.
The directors have access to the advice and services of the Company Secretary, who is also an executive director of the company with the role of Finance Director. The Company Secretary is responsible for ensuring that applicable rules and regulations are complied with and that Board procedures are observed. The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board has also established a procedure for all directors to take independent professional advice, if necessary, at the Company’s expense.
Every director is required by the Company’s Articles of Association to retire and seek re-appointment by the shareholders at the Annual General Meeting at least once every three years. Additionally, any new director appointed by the Board is required by the Articles to retire at the next Annual General Meeting and to seek re-appointment by the shareholders.
The current members of the Audit Committee are Julia Henderson (Chairman), Joe Darby, Cameron Davies and John Lander. The Committee meets at least twice a year to review and to report to the Board its conclusions and recommendations on matters related to the interim and annual financial statements and the effectiveness of internal controls and risk management. It discusses with management on an ongoing basis the reporting of operational results and the financial condition of the Group and presents its findings to the Board.
Meetings are normally attended, by invitation, by the Finance Director and a representative of the auditors. The auditors also have unrestricted access to the chairman of the Audit Committee.
In addition to the ongoing monitoring of the external audit, the Committee also undertakes, from time to time, an objective review of the appointment of the external auditors. A review was carried out in 2007, which resulted in the appointment of PKF (UK) LLP as auditors; the next review is planned for 2011. In assessing the independence and objectivity of the external auditors, the committee considers the appointment and rotation of the Partners responsible for the audit, the nature and extent of non-audit services and the fees paid for audit, audit-related and non-audit services. The Committee is satisfied that the auditors’ objectivity and independence is not compromised.
In addition, the Committee has reviewed the necessity for the establishment of an internal audit function but considers that, given the present size and complexity of the Group and the close involvement of the executive directors in the operational management of the business, there is currently no requirement for this function. The Group is keeping under review the need to establish this function. The Committee seeks external specialist and independent advice and receives reports on business performance as required.
The Committee is made up entirely of non-executive directors, currently Joe Darby (chairman), John Lander and Julia Henderson.
The Committee operates within agreed terms of reference and meets as required, but at least twice a year, to:
It is also responsible for overseeing the management and administration of the Group’s share schemes for employees, including the award of share option entitlements.
The Committee has access to independent external advisers on all remuneration-related issues and may obtain advice in determining individual remuneration levels from remuneration consultants appointed by the Committee. the results of market surveys and other analysis from external sources are also made available to the Committee. When appropriate the Committee invites the views of the Chief Executive Officer and the Finance Director, but they are not involved in discussions concerning their own remuneration.
The Committee has adopted a remuneration policy designed to:
The Nomination Committee is chaired by John Lander with Julia Henderson and Cameron Davies. The Committee meets as and when required with its primary function being to provide a formal and transparent procedure for the appointment of new directors to the Board and to advise generally on issues relating to Board composition and balance. In appropriate cases, recruitment consultants may be used to assist the process.
Page last updated: 5 April 2011