CASE STUDY
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CORPORATE GOVERNANCE
The Board supports the principles of good governance set out in the Combined Code. Companies which have securities traded on AIM are not required to comply with the New Combined Code. However, Qonnectis plc is committed to high standards of corporate governance and has adopted procedures to institute good governance insofar as it is practical and appropriate for a company of its size.
Board
The Company is run by the Board of Directors, which comprises one executive and two non-executive directors. As the business grows and becomes more complex it is anticipated that the Board will be added to.
The Board meets regularly and is responsible for the Group’s corporate strategy, monitoring financial performance, approval of capital expenditure, treasury and risk management policies. Board papers are sent out to all directors in advance of each Board meeting including management accounts and accompanying reports from those responsible.
Non-executive directors are able to contact the Executive Director at any time for further information.
Board Committees
The Board has established an Audit Committee and a Remuneration Committee with delegated duties and responsibilities.
(a) Audit Committee
H Offer, non–executive Chairman, is Chairman of the Audit Committee. The Audit Committee is responsible for ensuring that the financial performance, position and prospects for the Company are properly monitored, controlled and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.
(b) Remuneration Committee
The Remuneration Committee comprises H Offer, Non-Executive Chairman. It is responsible for reviewing performance of the executive Director and determining the remuneration and basis of service agreement with due regard for the Combined Code. The Remuneration Committee also determines the payment of any bonuses to executive Director and the grant of options.
The Company has adopted and operates a share dealing code for directors and senior employees on the same terms as the Model Code appended to the Listing Rules of the UKLA.
Internal Control
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve the business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The system of internal financial control comprises those controls established to provide reasonable assurance of:
• The safeguarding of assets against unauthorised use or disposal; and
• The maintenance of proper accounting records and the reliability of financial information used within the business and for publication
The key procedures of internal financial control of the Group are as follows:
• The Board reviews and approves budgets and monitors performance against those budgets on a monthly basis. Variances are fully investigated
• The Group has clearly defined reporting and authorisation procedures relating to the key financial areas
Relations with shareholders
The Company is available to hold meetings with its shareholders to discuss objectives and to keep them updated on the Company’s strategy, Board membership and management.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
United Kingdom company law requires the directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for the system of internal control, for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for ensuring that the annual report includes information required by the AIM Rules.