Corporate governance

The Company has adopted its own code of corporate governance and is committed to high standards of corporate governance and draws upon best practice available.  As a UK company, Tandem Group plc is subject to the UK City Code on Takeovers & Mergers.  The principal steps taken by the Group are set out below.

 

The Company is controlled through the Board of Directors which comprises three executive Directors and three independent non-executive Directors.  The service contracts of the three executive Directors may be terminated by either party giving 12 months’ written notice.  The remuneration and other emoluments of executive Directors and senior managers are determined by the Remuneration Committee, of which M P J Keene, J S T Morris and A Q Bestwick are members.  Executive remuneration packages are subject to an annual review and are designed to attract, motivate and retain Directors and senior managers of a high calibre.

 

The Board has a formal schedule of matters reserved to it and meets monthly.  It is responsible for overall Group strategy, acquisition and divestment policy, approval of major capital expenditure projects and consideration of significant financing matters.  It monitors the exposure to key business risks and reviews the strategic direction of its trading businesses, their annual budgets, their progress towards achievement of those budgets and their capital expenditure programmes.  The Board also considers environmental and employee issues and key appointments.  All Directors will submit themselves for re-election at least once every three years.

 

The Board has established three committees.  The Audit Committee meets as appropriate to review the Group’s accounting policies, reporting procedures and financial matters, with the Finance Director and the external auditors in attendance.  The Nominations Committee meets when applicable to consider and recommend to the Board changes in the Board’s composition.  The Remuneration Committee reviews the terms and conditions of employment of the Directors and senior managers.  M P J Keene, J S T Morris and A Q Bestwick are members of these committees and take independent external advice when appropriate.

 

The Group encourages two-way communication and attend meetings with both its institutional and private investors and responds quickly to all queries received verbally or in writing.

 

The Group has a comprehensive system for reporting financial results to the Board.  Each operating unit prepares monthly results with a comparison against budget.  Towards the end of each financial year the operating units prepare detailed budgets for the following year.  Budgets and plans are reviewed by the Board before being formally adopted.

 

Quality and integrity of personnel is regarded as vital to the maintenance of the Group’s system of internal control.  Due to the relatively small number of key employees within the business, the Board has first hand knowledge of their performance.

 

The executive management has defined the financial controls and procedures with which each operating unit is required to comply.  Key controls over major business risks include reviews against performance indicators and exception reporting.  The operating units make regular assessments of the extent of their compliance with these controls and procedures.

 

Much of the Group’s financial and management information is processed by and stored on computer systems.  Accordingly, the Group has established controls and procedures over the security of data held on computer systems.  Also, the Group has put in place arrangements for computer processing to continue and data to be retained in the event of the complete failure of the Group’s own data processing facility.

 

With a substantial part of purchases in United States dollars, hedging against foreign exchange fluctuations in this currency is recognised by the Directors as a key responsibility.  The prudent use of various financial instruments minimises vulnerability to the volatility of the US dollar that may affect this net exposure.

 

A number of the Group’s key functions, including treasury, taxation and insurance, are dealt with centrally by the Group Finance Director who reports to the Board on a monthly basis.

 

The Group meets its day to day working capital requirements through certain overdraft facilities.  The bank facilities were renewed in October 2013 for a further 12 months and the Group expects to operate within the facilities currently agreed.  Based on the Group’s plans, and after making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future.  For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

 

The company is subject to the UK Takeover code published by the Panel on Takeovers and Mergers.

 

The Company does not use Social Media for the dissemination of Inside Information which is released only through notifications issued through a regulatory news service after discussion with the company’s Nominated Adviser.  Subsidiary companies do use Social Media for trading and operational purposes provided that such information does not involve inside information. Any releases to Social Media are reviewed in advance by  a director of the Company to ensure this policy is being complied with.