Corporate Governance
The Board undertakes annual evaluation of its own performance and that of its Committees and continues to train and evaluate Senior Managers below Board level in order to maintain its continuous succession policy.
Eric Hutchinson and Andrew Cripps were appointed using an independent recruitment consultant.
The Board has delegated specific responsibilities to Committees, as described below:
The Audit Committee (Terms of reference - see foot of page)
The Audit Committee consists entirely of independent Non-Executive Directors. It is chaired by Eric Hutchinson and has met twice in the year. It provides a line of communication between the Board and the external auditors. The Committee reviews the Group’s interim and annual financial statements before submission for approval by the Board, reviews the effectiveness of internal controls and considers any matters raised by the auditors.
The Committee is considered adequately qualified with all members having strong financial backgrounds and the Chairman (Eric Hutchinson) is a qualified FCCA currently working in industry as a Group Finance Director.
It is Group policy to ensure auditor independence by carefully considering any non-audit work carried out by the auditors. The Group uses a number of accounting advisers and has a specific policy not to use current auditors for any accounts preparation work.
During the period the Committee felt that given the size of the Group it was valuable having the Group Chairman attending the Committee meetings.
The Remuneration Committee (Terms of reference - see foot of page)
The Remuneration Committee comprises independent Non-Executive Directors and is chaired by Andrew Cripps. They meet as required during the year to review and determine the terms and conditions of employment of the Executive Directors and senior management, including levels of remuneration and other benefits. During the period the Committee met on nine occasions.
The Nominations Committee (Terms of reference - see foot of page)
The Nominations Committee comprises all the Non-Executive Directors and the Chief Executive and meets at least once a year. The Committee is responsible for reviewing the Board structure, size and composition and for nominating candidates for Executive and Non-Executive positions. It will also ensure that any newly appointed Director receives a full and proper induction into the
Company’s affairs.
Shareholder Relations
The Group has a website, which is continually updated to ensure that shareholders are fully aware of the Group’s activities: www.trifast.com. The Group’s registrar, Computershare, is also linked into the Trifast website and offers services for the shareholders.
The members of the Audit, Remuneration and Nominations Committees will normally be available to speak to shareholders at the AGM. In addition, shareholders can contact them at any time by writing to Trifast plc, Trifast House, Bellbrook Park, Uckfield, TN22 1QW.
Going Concern Report
After making enquiries, the Directors have reasonable expectations that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial
statements.
Internal Control
The Combined Code requires that Directors review the effectiveness of the Group’s system of internal controls which includes controls over financial, operational, compliance and risk management. The Audit Committee has reviewed the effectiveness of the system of internal control and reported its positive conclusions to the Board.
Corporate Governance
In addition, the Board takes required account of the significance of social, environmental and ethical matters in regard to the business of the Group and seeks to take an ethical view of its responsibilities in providing business opportunities.
Further details can be found in our Corporate Social Responsibility Statement which can be found on our website, www.trifast.com.
The Board has overall responsibility for the Group’s controls. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss regarding:
The key elements of the system are as follows:
A formalised internal review process has been set up to routinely review the operational and financial controls within the Group. These reviews are conducted by senior personnel who are independent from the entity which is under review. Whilst the Board recognises this does not constitute a fully independent internal audit function, it believes that due to the size of the Company this process provides appropriate comfort as to the operational and financial controls in place.
The Board and Audit Committee continually review the effectiveness of the Group’s internal control systems. No significant failings or weaknesses were identified as a result of this review process. As such, the Board and Audit Committee are comfortable that they meet the requirements of the Turnbull Report.
Eric Hutchinson and Andrew Cripps were appointed using an independent recruitment consultant.
The Board has delegated specific responsibilities to Committees, as described below:
The Audit Committee (Terms of reference - see foot of page)
The Audit Committee consists entirely of independent Non-Executive Directors. It is chaired by Eric Hutchinson and has met twice in the year. It provides a line of communication between the Board and the external auditors. The Committee reviews the Group’s interim and annual financial statements before submission for approval by the Board, reviews the effectiveness of internal controls and considers any matters raised by the auditors.
The Committee is considered adequately qualified with all members having strong financial backgrounds and the Chairman (Eric Hutchinson) is a qualified FCCA currently working in industry as a Group Finance Director.
It is Group policy to ensure auditor independence by carefully considering any non-audit work carried out by the auditors. The Group uses a number of accounting advisers and has a specific policy not to use current auditors for any accounts preparation work.
During the period the Committee felt that given the size of the Group it was valuable having the Group Chairman attending the Committee meetings.
The Remuneration Committee (Terms of reference - see foot of page)
The Remuneration Committee comprises independent Non-Executive Directors and is chaired by Andrew Cripps. They meet as required during the year to review and determine the terms and conditions of employment of the Executive Directors and senior management, including levels of remuneration and other benefits. During the period the Committee met on nine occasions.
The Nominations Committee (Terms of reference - see foot of page)
The Nominations Committee comprises all the Non-Executive Directors and the Chief Executive and meets at least once a year. The Committee is responsible for reviewing the Board structure, size and composition and for nominating candidates for Executive and Non-Executive positions. It will also ensure that any newly appointed Director receives a full and proper induction into the
Company’s affairs.
Shareholder Relations
The Group has a website, which is continually updated to ensure that shareholders are fully aware of the Group’s activities: www.trifast.com. The Group’s registrar, Computershare, is also linked into the Trifast website and offers services for the shareholders.
The members of the Audit, Remuneration and Nominations Committees will normally be available to speak to shareholders at the AGM. In addition, shareholders can contact them at any time by writing to Trifast plc, Trifast House, Bellbrook Park, Uckfield, TN22 1QW.
Going Concern Report
After making enquiries, the Directors have reasonable expectations that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial
statements.
Internal Control
The Combined Code requires that Directors review the effectiveness of the Group’s system of internal controls which includes controls over financial, operational, compliance and risk management. The Audit Committee has reviewed the effectiveness of the system of internal control and reported its positive conclusions to the Board.
Corporate Governance
In addition, the Board takes required account of the significance of social, environmental and ethical matters in regard to the business of the Group and seeks to take an ethical view of its responsibilities in providing business opportunities.
Further details can be found in our Corporate Social Responsibility Statement which can be found on our website, www.trifast.com.
The Board has overall responsibility for the Group’s controls. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss regarding:
- The safeguarding of assets against unauthorised use or disposition.
- The maintenance of proper accounting records and the reliability of financial information used within the business or forpublication.
The key elements of the system are as follows:
- Full detailed reviews of the business risks undertaken as part of the ongoing day-to-day procedures of the business.
- An organisational structure with clearly defined lines of responsibility and delegation of authority.
- Group policies for financial reporting, accounting, financial risk management, information security, capital expenditure appraisal and Corporate Governance are all well documented.
- Detailed annual budgets are prepared for all operating units and reviewed/approved by the Board.
- Regular ‘Healthcheck’ reviews are undertaken at each site to cover both operational and financial controls.
- Performance against budget is monitored closely and material variances reported to the Board on a monthly basis.
- The control system is operated with the full co-operation of all Company Directors in a controlled manner. Risk assessments are done at all levels from local divisional right up to Main Board with the summaries all being fed up to Main Board for review.
- The Audit Committee deals with significant control issues raised by the external auditors.
- Well structured reporting lines to the Board. There is a formal schedule of matters specifically reserved for decisions by the Board.
- Investment approval, controlled by the budgetary process with authorisation levels in place. Any single capital expenditure over £20,000 goes to the Board with detailed written proposals and financial analysis of expected returns.
A formalised internal review process has been set up to routinely review the operational and financial controls within the Group. These reviews are conducted by senior personnel who are independent from the entity which is under review. Whilst the Board recognises this does not constitute a fully independent internal audit function, it believes that due to the size of the Company this process provides appropriate comfort as to the operational and financial controls in place.
The Board and Audit Committee continually review the effectiveness of the Group’s internal control systems. No significant failings or weaknesses were identified as a result of this review process. As such, the Board and Audit Committee are comfortable that they meet the requirements of the Turnbull Report.
