The Board has established three committees to deal with specific aspects of the Company’s affairs as follows: an Audit Committee, a Remuneration Committee and a Nomination Committee in accordance with the recommendations of the Combined Code.
All the Committees have formally delegated duties and responsibilities set out in written terms of reference which are available on request from the registered office.
The Audit Committee consists of the two Non-Executive Directors, with Julian Hanson-Smith as Chairman. External advice is provided as necessary. The Committee considers matters relating to the reporting of results, financial controls, and the cost and effectiveness of the audit process. It aims to meet at least twice a year with the Company’s external auditors in attendance. Other Directors attend as required.
The Remuneration Committee consists of the two Non-Executive Directors, with Andy Nash as Chairman. The Committee determines the remuneration of the Executive Directors and makes recommendations to the Board with regard to remuneration policy and related matters. The Board maintains a policy of providing executive remuneration packages that will attract, motivate and retain Directors of the calibre necessary to deliver the Group’s growth strategy and to reward them for enhancing shareholder value.
The Executive Directors’ remuneration packages consist of three elements:
The Remuneration Committee reviews the components of each Executive Director’s remuneration package annually. The remuneration and terms and conditions of appointment of the Non-Executive Directors are determined by the Board. No Director is involved in setting his or her own remuneration. The Remuneration Committee meets as and when required.
The Nomination Committee consists of the Company’s Executive Chairman, David Morgan, as the Committee Chairman, and the two Non-Executive Directors. The Committee is responsible for reviewing and making proposals to the Board on the appointment of Directors and meets as necessary.
The Board of The Mission Marketing Group plc is collectively accountable to the Company’s shareholders for good corporate governance. As an AIM-listed company, themission draws on the guidance set out in the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (“the Code”) and complies with it except where the Board believes there are sound reasons to diverge from it. A full description of our corporate governance practices and where the Company does not comply with the Code is set out in the Annual Report on pages 42 through 44 and can be found here.
The Group believes in good communication with shareholders. The Board encourages shareholders to attend its Annual General Meeting. The Chairman and the Finance Director meet analysts and institutional shareholders periodically in order to ensure that the strategy and performance of the Group are clearly understood, and they provide the first point of contact for any queries raised by shareholders. In the event that these Directors fail to resolve any queries, or where a Non-Executive Director is more appropriate, the Senior Independent Director, Julian Hanson-Smith, is available to meet shareholders.
The Board is responsible for ensuring that the Group maintains a system of internal financial controls. The objective of the system is to safeguard Group assets, ensure proper accounting records are maintained and that the financial information used within the business and for publication is timely and reliable. Any such system can only provide reasonable, but not absolute, assurance against material loss or misstatement.
The Board does not consider it would be appropriate to have its own internal audit function at the present time, given the Group’s size and the nature of its business. At present the internal audit of internal financial controls forms part of the responsibilities of the Group’s finance function.
All the day to day operational decisions are taken initially by the Executive Directors, in accordance with the Group’s strategy. The Executive Directors are also responsible for initiating commercial transactions and approving payments, save for those relating to their own employment.
The key internal controls include the specific levels of delegated authority and the segregation of duties; the prior approval of all acquisitions; the review of pertinent commercial, financial and other information by the Board on a regular basis; the prior approval of all significant strategic decisions; and maintaining a formal strategy for business activities.