Synchronica plc - Corporate Governance Summary 2007
The Synchronica plc Board comprises two Executive Directors, two Non-executive Directors, and a Non-executive Chairman. In addition, there are two Board Committees (of the Non-executive Directors), a Remuneration Committee and an Audit Committee.
The Board requires all Non-executive Directors to be independent on their original nomination and thereafter in their participation and judgement of Synchronica's operations. The structure of the Board and the integrity of the individual Directors ensure that no one individual or group dominates the decision-making process.
The Executive Directors, a CEO, and a CFO are responsible for operations, technical development, sales and marketing, strategic development of Synchronica (the Company), commercial management including the financial management, accounting, contractual matters, and operational risk management. The Executive Directors are assisted by a management team comprising a CTO, a CMO, and a CSO.
- Board Responsibilities
- Board Committees
- Performance Evaluation
- Internal Control and Risk Management
- Shareholder Relations
Board Responsibilities
The Board meets at least ten times a year and annually devotes time to a joint meeting with senior executives on performance and longer-term planning, giving consideration both to the opportunities and risks of future strategy.
The Board has set out clearly the level of matters reserved for board approval to ensure overall responsibility for the Company's affairs rests with the Board.
All Directors, who are indemnified by officers' liability insurance, may take independent professional advice, at the Company's expense, in conducting their duties.
Board Committees
The Remuneration Committee's role is to determine and recommend to the Board the remuneration policy for the Executive Directors and senior management.
The Audit Committee's primary responsibilities are:
- To review the financial statements
- To review the internal control systems including risk management
- To review the internal audit program
- To consider the appointment of the external auditors and their independence
- A review of the application of the Combined Code and other guidelines of behaviour issued by the Stock Exchange or other bodies
- To review the Committee's own effectiveness
Performance Evaluation
The annual schedule also includes performance evaluation. With the full support of the Board, the CEO annually reviews the performance of each senior manager. The Chairman reviews the performance of the CEO and the CFO, and each Non-executive Director.
Internal Control and Risk Management
The Board, as a whole, has overall responsibility for internal controls including risk management, and agrees appropriate policies that will safeguard the achievement of the Company's objectives. Executive management, led by the CFO, is responsible for identifying, evaluating, and managing financial and non-financial risks. It is part of his role to implement and maintain the control systems across the Company in accordance with the Board's policies and in line with best practice.
Risk assessments are carried out routinely by management within the U.K. and internationally. Standard operating Systems & Procedures exist to ensure that significant risks and control failures are escalated to senior management and the Board on a timely basis. Given the relative size of the organization, there is no formal Internal Audit department, but the Company Secretary undertakes frequent independent random tests reporting to the CFO.
Shareholder Relations
The Company is committed to maintaining a constructive dialogue with shareholders through meetings, such as the Annual General Meeting, and presentations, which are made when results are released and major announcements are made;, as well as responding to a wide range of enquiries.
The Board is kept informed of the views of shareholders through direct meetings and through updates from the Executive Directors.
Executive Management
Number of Shares in Issue
Advisors
