As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein. The Board has presented its report on Corporate Governance for the year ended 31 March 2007 in the Annual Report & Accounts for 2007.
The Board
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Board is chaired by Angus Forrest and controlled by a Board consisting of two Executive Directors and two Non-executive Directors. The Board considers that the Non-executive Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. Click here to see the biographies of the Board of Directors.
Board committees
The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:
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Committees |
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Audit |
AIM Compliance |
Remuneration |
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Angus Forrest |
Non-Executive Chairman |
Chairman |
Chairman |
Chairman |
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Ranjit Roy-Choudhuri |
Finance Director |
Member |
Member |
Secretary |
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Audit Committee
The purpose of the Audit Committee, which is chaired by Angus Forrest, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:
- to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company’s performance;
- to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
- to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
- to keep under review the effectiveness of the Company’s financial reporting and internal control policies and systems; and
- to review, at least annually, the need for an internal audit function.
Remuneration Committee
The purpose of the Remuneration Committee, which is chaired by Angus Forrest, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:
- to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors;
- to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options;
- to determine targets for any performance related pay schemes; and
- to determine the policy for and scope of pension arrangements for full-time Executive Directors.
Memorandum & Articles of Association
The Company Memorandum of Articles & Association can be viewed by clicking on the link(s) below.
Link(s)
Memorandum of Association
Articles of Association
International Financial Reporting Standards ("IFRS")
The Group will be required to report financial results under IFRS for the year ending 31 March 2008 onwards and therefore, the interim results for the six months ending 30 September 2007 will be prepared under IFRS. Accordingly the results for the year ended 31 March 2007 will need to be restated under IFRS to provide comparatives and the balance sheet at 31 March 2006 will also need to be converted to provide an opening balance sheet for the year ended 31 March 2007.
Reporting under IFRS will result in changes to the financial statements and it is expected that the main area affected will be goodwill.
Intellego Holding plc’s AIM Compliance Committee
Terms of reference
The Board will appoint a committee comprising, normally, at least 2 independent non-executive directors and 1 executive director to monitor and report on compliance with the AIM Rules for Companies ("AIM Rules") from time to time. At least one member should have recent and relevant AIM experience. The main role and responsibilities of the Committee should include:
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· Ensuring that procedures, resources and controls are in place to ensure AIM Rule compliance within the company are operating effectively from time to time;
· Each meeting of the full board should include a discussion of AIM matters, in particular a briefing of the Committee by the executive directors and issues raised with the Nomad and advice given. These discussions should be minuted and made available to the Nomad on request;
· Ensuring that the executive directors are communicating as necessary with the company's Nomad regarding ongoing compliance with the AIM Rules and in relation to proposed or potential transactions;
· Ensuring that advice received from the Nomad is recorded and taken into account; Ensuring that all announcements made have been verified and approved by the Nomad whose name must be on all material announcements to RNS;
· Monitor press coverage to ensure that executives are not including price sensitive information in any press briefings;
· Question the executive board to ascertain the reasons for any unusual, substantial movement in the company's share price;
· Ensuring that the Nomad is supplied with information on the company's fmancial condition on a regular and timely basis and of any other key developments in the company from time to time;
· Assess whether the executive directors are aware of their AIM responsibilities from time to time and, where any deficiencies are noted, arrange for the Nomad to brief the director( s) concerned;
· To ensure that the Nomad is maintaining contact with the company on a regular basis. Where this is not the case, the Committee should contact the Nomad and remind them of their responsibilities under the AIM Rules for Nomads to the company;
· The Nomad will circulate any rule changes to the Chairman of the Committee and it will be his responsibility to circulate these changes to the rest of the board;
· Meet with the executive directors at least every 6 months to discuss and confirm that the AIM Rules have been complied with in the period.
· Keep minutes of these meetings and send a copy of these minutes to the Nomad;
· In the event that the meeting with the executive directors has identified any actual or possible non-compliance issues, these should be discussed immediately with the Nomad to determine the course of action to be taken;
· Ensure the executive directors comply with advice given by the Nomad trom time to time;
· Be responsible for any investigation launched by the AIM Team into the company's affairs;
· Approve a statement on AIM Rule compliance for inclusion in the company's interim statement and annual accounts.