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The Board currently comprises the Chairman and Chief Executive, a Finance Director, and one independent Non-executive Director.
The Board is responsible to shareholders for the proper management of the Company. A statement of the Directors’ responsibilities
in respect of the accounts can be found here.
The Board meets formally on a regular basis and, in addition, ad hoc meetings are called to address specific issues requiring
Board approval. At formal meetings the Board reviews trading performance, cash flow, and set and monitor strategies for the
Group’s development. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. The following committees have been established by the Board:
REMUNERATION COMMITTEE
The Company’s Remuneration Committee comprises the Non-executive Director and George Gonzalez (CEO). The
Committee is chaired by the Non-executive. It is responsible for making recommendations to the Board on the Company’s framework
of executive remuneration and cost. Following the resignation of Non-executive director the committee has been suspended pending the appointment of a new Non-executive director. No change in the executive renumeration and costs has taken place during the period.
The overall policy of the Committee is to provide pay and benefits packages to Directors that are appropriate to retain and motivate
them to meet the objectives set by the Board. No Director is involved in setting their own remuneration and all Executive Directors
have service contracts which can be terminated with 12 months’ notice.
AUDIT COMMITTEE
The Audit Committee comprises the Non-executive Director and George Gonzalez (CEO). The Audit Committee is chaired
by the Non-executive. The Audit Committee determines the application of the financial reporting and internal control principles, including
reviewing the effectiveness of the Group’s financial reporting, internal control and risk management procedures and the scope,
quality and results of the external audit. Following the resignation of Non-executive director the committee has been suspended pending the appointment of a new Non-executive director.
RELATIONS WITH SHAREHOLDERS
The Board recognises the importance of communications with the Company’s shareholders. There is a regular dialogue with
institutional shareholders and will include, in the future, presentations after the Company’s preliminary announcement of the
year-end results and at the half-year stage. In addition and in order to help communication with private investors, all announcements
will be posted on the Company’s website at www.companyhealthgroup.com.
The Board uses the Annual General Meeting to communicate with private and institutional investors and welcomes their
participation.
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for ensuring that the Group maintains a system of internal financial controls, including suitable monitoring
procedures. The objective of the system is to safeguard Group assets, ensure proper accounting records are maintained and that
financial information used within the business and for publication is reliable.
Internal financial control monitoring procedures undertaken by the Board include the approval of the annual budgets and
forecasts, review of monthly financial reports and monitoring of performance, weekly flash reports and the prior approval of all
significant expenditure.
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