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 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 Group’s corporate objective is to maximise long-term shareholder value. In doing so, the Directors recognise that creating value is the reward for taking business risks. The Board’s policy on risk management encompasses all significant business risks to the Group, including financial, operational and compliance risks, which could undermine the achievement of business objectives. Regular monitoring of risk and control processes, across headline risk areas and other business-specific risk areas, provides the basis for regular and exception reporting to management and the Board.
The risk assessment and reporting criteria is designed to provide the Board with a consistent, group-wide perspective of the key risks. The reports to the Board, which are submitted at least every six months, include an assessment of the likelihood and impact of risks materialising, as well as risk mitigation initiatives and their effectiveness.
The Board has overall responsibility for the Group’s approach to assessing risk and systems of internal control, and for monitoring their effectiveness. Due to of the limitations that are inherent in any system of internal control, such a system is designed to manage rather than eliminate the risks of failure to achieve business objectives, and provides only reasonable and not absolute assurance against material misstatement or loss.
The Board considers risk assessment and control to be fundamental to achieving its corporate objectives within an acceptable risk/reward profile, and confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group and the effectiveness of related controls. As stated, we review the process at least every six months and then report our findings to the Board in accordance with the Financial Reporting Council’s Revised Guidance for Directors (the ‘Revised Guidance’) on internal control. The key elements of this process, which have been in place throughout the year under review and up to the date of this report, are:
- the Group’s internal controls team meets at least twice in the year to assess current risks, review and monitor the controls that mitigate those risks and identify potential new risks to the Group;
- the Internal Controls Coordinator (the Company Secretary) whose function is to chair the internal control meetings and to collate and present the results of the risk reviews to the Committee. He also monitors and assesses the Group’s risk management functions on a regular basis. The Internal Controls Coordinator reports directly to the Chief Executive Officer on matters of internal control and risk assessment; and
- the Committee monitors, through reports to it by the Internal Controls Coordinator, the controls which are in force and any perceived gaps in the control environment. The Committee also considers and determines relevant action in respect of any control issues raised by the Internal Controls Coordinator or the external auditor.
The Board is satisfied that there is an ongoing process, which has been operational during the year, and up to the date of approval of the Annual Report, for identifying, evaluating and managing the significant risks faced by the Group in accordance with the Turnbull guidelines, Revised Guidance and any subsequent updates issued by the Financial Reporting Council.
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.