The company’s shares are traded on AIM, so it is not required to comply with the UK Corporate Governance Code. However, the directors support high standards of corporate governance and are of the opinion that it is appropriate for PHSC plc to implement many of the requirements of the Code. The Group’s current system of corporate governance is summarised below.
THE BOARD AND COMMITTEES
The Board is made up of two executive directors (S A King and N C Coote) and two independent non-executive directors (L E Young and G N Webb MBE). It has set up an audit committee and a remuneration committee, further details of which are given below.
The Board has not set up a separate nominations committee. Any matters which would normally be dealt with by such a committee will be considered by the whole Board. Copies of the schedule of matters reserved for the Board and of the terms of reference of the audit and remuneration committees are available on request.
The members of the audit committee are L E Young (Chairman) and G N Webb. The committee deals with the appointment, terms of engagement and fees of the external auditors; the scope of the audit; review of financial statements and reports, including any changes to accounting policies or practices; review of the group’s system of risk management and internal controls and compliance with applicable laws and regulations.
The members of the remuneration committee are G N Webb (Chairman) and L E Young. The committee determines the terms and conditions (including the annual remuneration) of the executive directors and reviews these matters for other key executives.
The combined remuneration of the executive directors in year ended 31 March 2016 was £160,000. In addition they received benefits valued at £9,421. Pension contributions of £7,780 were made in respect of the directors during the year. The fees of the non-executive directors totalled £28,000.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board regularly reviews the risks facing the business and the internal controls which are in place to address these risks. During the year the group has undertaken an exercise where each operating subsidiary has reviewed its business and identified the key risks which it faces. As a result, plans have been put in place to deal with various contingencies which might arise. Accepting that no systems of control can provide absolute assurance against material misstatement or loss, the directors believe that the established systems for internal control within the group are appropriate to the business.
RELATIONS WITH INVESTORS
S A King is the principal contact between PHSC plc and its investors, with whom he maintains a regular dialogue. The views of investors are communicated to the whole Board.