The Board has two executive directors and two independent non-executive directors. Details of the Board members are on "Board of Directors" page.
The Board meets regularly throughout the year and has a formal schedule of matters specifically reserved for its decision.
The non-executive directors are considered by the Board to be independent of management and free from any relationship which could materially interfere with the exercise of their independent judgement. They receive a fixed fee for their services.
If required, the directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Company. The Company Secretary's services are available to all members of the Board.
Due to the current size of the Company the roles of Finance Director and Company Secretary are carried out by one person.
The Board has three standing committees, the membership of which is set out in the "Board of Directors" page.
The Audit Committee meets as required, but at least twice a year. In addition to reviewing the annual report and financial statements and the interim statement prior to their submission to the Board for approval, it keeps the scope, cost effectiveness, independence and objectivity of the external auditors under review. This includes monitoring the level of non-audit fees.
The committee routinely meets for private discussion with the external auditors, who attend its meetings, as required.
The committee members are as follows: Mark Abrahams Chairman; John Markham
The report of the Remuneration Committee is set out in the Annual Report and Accounts.
The committee members are as follows: John Markham Chairman; Mark Abrahams
The Nominations Committee considers succession planning, reviews the structure, size and composition of the Board and nominates candidates to fill Board vacancies.
The committee members are as follows: Mark Abrahams Chairman; John Markham; Nick Bettles
Any decision to appoint further directors to the Board is taken by the entire Board in a formal meeting. Where it is deemed necessary, new members of the Board are provided with appropriate training in respect of their roles and duties as a public company director.
Relations with Shareholders
The Company places a great deal of importance on communication with its shareholders.
John Markham has been identified as the Company's Senior Independent Director. He is available to shareholders who wish to raise any concerns that they have been unable to resolve through other channels and to attend meetings between management and major investors.
The notice of the AGM will be sent to shareholders at least 21 clear days before the Meeting. At the forthcoming AGM, the Company will indicate the level of proxy voting and members of the Board and its committees will be available to answer questions.
The directors acknowledge their responsibility for the Group's systems of internal control.
The Group maintains systems of internal control to provide reasonable but not absolute assurance against material misstatement or loss. The directors believe they are appropriate for the size and scale of the business taking into account the costs, however, as a consequence, the controls and governance in place in Inditherm in many respects fall short of those required by the Combined Code.
The system of internal control is structured around an assessment of prioritisation of the various risks to the business. The control environment is designed to address particularly those risks that the Board considers to be material to the business, in safeguarding the assets against unauthorised use or disposition and maintaining proper accounting records which produce reliable financial information.
The Board has reviewed the effectiveness of the system of internal control for the accounting period and the period to the date of approval of the financial statements.
The Company does not currently operate an internal audit function. At the Audit Committee meetings the Finance Director presents a formal report on Internal Controls and a programme of work to ensure systems and processes are continuously improved.
An ongoing process of risk assessment to identify, evaluate and manage business risks.Management structure with clearly defined responsibilities and authority limits.A comprehensive system of reporting financial results to the Board.Quality control systems certified under ISO 9001.Appraisal and authorisation of capital expenditure.
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis has been adopted in preparing the financial statements.
The Board is committed to the highest standards of corporate governance in relation to its size and sets out below details of how it has applied the provisions of the Combined Code considered appropriate.