Corporate Social Responsibility
Viridas Plc operates responsibility in all aspects of its business. The increased interest in CSR (Corporate Social Responsibility) has encouraged us to introduce a formal structure, where appropriate, within the business. The Board takes account of the impact of CSR on the company and takes a collective responsibility for all risks and opportunities.
Compliance
The Company has complied throughout the year with the provisions of the Code of Best Practice set out in Section 1 of the Combined Code (1998) except for the following:
Provisions D.3.1
The Combined Code (1998) requires that the Board should establish an Audit and D.3.2 Committee of at least three Directors, all Non-Executive, with written terms of reference.The Company does not have an Audit Committee. Given the small number of Board members, the Directors do not believe any meaningful purpose would be served by establishing such a committee. The Board as a whole undertakes those aspects of Corporate Governance which would be within the remit of an Audit Committee.
Application of Principles
The Company has applied the principles of good governance contained in the Combined Code (1998) appended to the Listing Rules of UK Listing Authority.
Directors
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets quarterly and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary.
The Board consists of two Executive Directors, who hold key operational positions in the Company and two Non-Executive Directors, who bring a breadth of experience and knowledge, are independent of management and any business or other relationship which could interfere with the exercise of their independent judgement.
This provides a balance whereby the Board’s decision making cannot be dominated by an individual or small Group. The Chairman of the Board and Chief Executive is Stanley J Wootliff, who runs the company's business together with the Finance Director Graham Haselden. Keith Robinson is the senior independent Non-Executive Director.
All Directors are subject to re-election every three years and, on appointment, at the first AGM after appointment.
There is no separate nomination committee, given the size of the Board. All Director appointments are approved by the Board as a whole.
Communications with shareholders
Communications with shareholders are given a high priority. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Chairman and other members of the Board at the Annual General Meeting.
Accountability and Audit
The Board presents a balanced and understandable assessment of the Group’s position and prospects in all interim and price sensitive reports to regulators as well as in the information required to be presented by statutory requirements.
Internal control
The Directors acknowledge they are responsible for the Group’s systems of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Group failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board has put procedures in place to implement the guidance Internal Control: Guidance for Directors on The Combined Code (1998). A hierarchy of risks were identified, and a risk register compiled for each operating Company in the Group and for the Group as a whole. Procedures have been put in place to ensure that risks and identified corrective actions are regularly monitored and reported to the Board of Viridas P.L.C.
The Board reviews the internal control system on a regular basis to ensure that it remains effective, the latest review date being 26 March 2004.
Auditors
The Board as a whole considers the appointment of external auditors, including their independence, specifically including the nature and scope of non audit services provided.
Internal audit
The Board has considered the need for an internal audit function, but has decided that the size of the Group renders this inappropriate at this time. The Board will continue to review this decision going forward.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Remuneration Committee
The Remuneration Committee comprises Messrs K Robinson and J Posner. The Committee is chaired by K Robinson.
Its policy is to ensure that the remuneration of Executive Directors is commensurate with their responsibilities and provides them with sufficient motivation to ensure, so far as possible, their full commitment to perform in the best interests of shareholders. The main elements of Directors remuneration comprise basic salary, certain benefits in kind and share options as detailed below.
The remuneration of the non-executive Directors is determined by the Board. |
