Board
General principles
The board of SEG plc supports the principles and is committed to achieving high standards of corporate governance.
Board of directors
The board presently consists of two executive directors and four non-executive directors. The board meets on a regular basis and is responsible for the strategy and development of the group and the efficient management of its resources. It is supplied in a timely manner prior to meetings with information on financial, business and corporate matters which enables it to discharge its duties. Appropriate training is given as and when required. There are also procedures in place for the non-executive director to obtain independent legal or other professional advice at the group's expense. There are no sub-committees and everything is discussed at Board level.
Auditor independence
The board meets as a whole to review the nature and extent of non-audit services supplied by the external auditors to the group, seeking to balance objectivity and value for money.
In determining the policy, the board has taken into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm, and does not agree to the auditor providing a service if, having regard to the ethical guidance, the result is that:
- the external auditor audits its own firm's work;
- the external auditor makes management decisions for the group;
- a mutuality of interest is created; or
- the external auditor is put in the role of advocate for the group.
The board as a whole reviews accounting matters, financial reporting and internal controls together with the interim and annual results announcements. The Audit committee will consist of John May and Ron Emerson with John May as chairman.
Remuneration
The Remuneration committee will consist of John May and Ron Emerson, with John May as Chairman
Internal control
The board of directors is responsible for the group's system of internal control and for reviewing its effectiveness. Such a system however is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The board has established a continuous process for identifying, evaluating and managing the group's significant risks. This process involves the monitoring of all controls including financial, operational and compliance controls and risk management. It is based principally on reviewing reports from senior management and professional advisers to ensure that any significant weaknesses are promptly remedied and to indicate a need for more extensive monitoring.
Relationship with shareholders
The board attaches a high importance to maintaining good relationships with shareholders and seeks to keep them fully updated on the group's performance, strategy and management. In addition the board welcomes as many shareholders as possible to attend the Annual General Meeting and encourages open discussion after the formal proceedings.