Corporate Governance

Corporate Governance

GBG shares are admitted to trading on AIM, a market operated by the London Stock Exchange. The Company is subject to the AIM admission rules of the London Stock Exchange and is consequently not required to comply with the corporate governance provisions contained within the UK Corporate Governance Code ("the Code") issued by the Financial Reporting Council in September 2012. The Board does however support the code and applies it as far as is practicable and appropriate for a public company of its size. The Board is committed to ensuring that high standards of corporate governance are maintained.

The Board

The Board comprises the non-executive Chairman, two non-executive directors, the Chief Executive the Chief Finance Officer & Chief Operating Officer and the Group Managing Director. The Board's biographical details can be found on the Directors & Officers page.

The Board meets at least 6 times a year with a formal schedule of matters reserved for its decision which includes acquisitions and disposals, investments and capital expenditure, risk management and the approval of financial statements. To enable the Board to discharge its duties, the directors are provided with full and timely access to relevant information. They also have access to senior management and the company secretary, and can seek independent professional advice concerning the affairs of the company. The Board formally assesses its own performance annually along with the performance of each director and committee of the Board.  

The committees of the Board

The Board has established three committees which meet during the year in accordance with their terms of reference. Further details regarding the audit committee, remuneration committee and nomination committee can be found on the Board committees section

Internal controls and risk management

The Board has overall responsibility for the Group's approach to assessing risk and systems of internal controls. The company secretary chairs the company's internal control team meetings which meets regularly throughout the year to assess risks, review and monitor controls and identify new risks. The company secretary presents the results of the group risk reviews to the audit committee. The audit committee monitors the effectiveness of the controls in place biannually, and reports its findings to the Board. 

Relations with shareholders

The Board values the views of shareholders and recognises their interest in the Group's strategy and performance. Regular meetings are held with institutional shareholders and analysts including presentations after the Company's preliminary announcement of the year-end results and the interim announcements at the half-year to ensure that shareholders receive a balanced and consistent view of the Group's performance.

UK city code on takeovers and mergers

GBG is subject to the UK City Code on Takeovers and Mergers by virtue of its incorporation in England and having its shares traded on AIM.