The requirements of the combined code of principles of corporate governance set out in the listing rules of the Financial Services Authority are not mandatory for companies traded on AIM. However, the Directors are committed to complying with best practice in this area, and have adopted its principles where they have been considered appropriate.
Shareholder communication
The Group seeks to ensure that all shareholders are kept informed about the Group and its activities. A comprehensive annual report and accounts is sent to shareholders and an interim report is published. The Annual General Meeting is a forum for shareholders' participation with the opportunity to meet and question Board members including the non-executive members and the Chairman of the Board committees. Additionally, the Group operates an investors section on its website to provide further details of the Group's activities.
Board of Directors and Board Committees
The Board of Directors, which consists of three executive and two non-executive Directors, is responsible for the Group's system of corporate governance. The role of the non-executive Directors is to bring independent judgement to Board discussions and decisions. The Board meets regularly throughout the year. It has a schedule of matters referred to it for decision, which includes Group strategy and future developments, allocation of financial resources, investments, annual and interim results, and risk management.
The Group has three Board committees, which operate within defined terms of reference.
Audit Committee
The Audit Committee, comprising Rodger Braidwood (chair), John Foley and Bob Morton, is responsible for reviewing the full and half year results. In addition, the Audit Committee monitors the framework of internal control.
Remuneration Committee
The Remuneration Committee, comprising John Foley (chair) and Bob Morton, reviews the remuneration of the Executive Directors and any senior executive of the Group and considers the grant of options and payment of performance related bonuses.
Nomination Committee
The Nomination Committee, comprising John Foley (chair) and Bob Morton, reviews the nomination of the Executive Directors and any new senior executive of the Group.
Internal control
The Directors are responsible for ensuring that the group maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that assets are safeguarded. There are inherent limitations in any system of internal financial control. On the basis that such a system can only provide reasonable but not absolute assurance against material misstatement or loss and that it relates only to the needs of the business at the time, the system as a whole was found by the Directors at the time of approving the accounts to be generally appropriate to the size of the business.
Corporate responsibility
WFCA operates responsibly with regard to its shareholders, employees, other stakeholders, the environment and the wider community.The Group is committed to the wellbeing of all employees and ensures that their health, safety and general welfare is paramount at all times. We also maintain open and fair relationships with all clients and suppliers while ensuring that all transactions are operated on an arms-length, commercial basis. As part of this culture, the Group ensures that all suppliers are paid in a timely fashion, unless there are sound commercial reasons why payment should not be made.