The Board is collectively responsible for the long-term success of the Company and provides leadership to the Group. It sets the Group’s strategic aims and ensures the necessary financial and human resources are in place for the Group to meet its objectives. It is responsible for the conduct of the Group’s business and development and reviews the performance of the management team. The Board is also collectively responsible for ensuring that a thorough system of internal control and risk management (including financial, operational and compliance controls and for reviewing the overall effectiveness of the existing systems) is in place and for the approval of any changes to the capital, corporate and/or management structure of the Group. The Board met 7 times this year to discuss various matters relating to the business of the Company and in relation to the acquisition of Property Software Group.
There is a formal schedule of matters reserved for the Board’s approval whilst it has delegated other specific responsibilities to its Committees. The following schedule sets out key aspects of the affairs of the Company which the Board does not delegate. These have not changed from last year and include:
- responsibility for the overall management of the Group;
- approval of the Group’s business strategy and objectives, budgets and forecasts and any material changes to them;
- monitoring the delivery of the Group’s business strategy and objectives and responsibility for any necessary corrective action;
- oversight of operations, ensuring adequate systems of internal controls and risk management are in place, ensuring maintenance of accounting and other records and ensuring compliance with statutory and regulatory obligations;
- approval of any extension of the Group’s activities or any decision to cease to operate any material part of the Group’s business;
- approval of any changes relating to the Group’s capital structure and material changes to the Group’s management and control structure;
- approval of the financial statements, annual report and accounts, material contracts and major projects;
- approval of the dividend policy;
- ensuring a sound system of internal control and risk management;
- approval of any major capital project;
- approval of communications with shareholders and the market;
- determining changes to structure, size and composition of the Board;
- determining remuneration policy for the Directors and senior management team and approval of the remuneration of the Non-Executive Directors; and
- approval of all major policies within the Group, including the share dealing, anti-bribery and health and safety policies.
All Directors have access to the advice and services of the Company Secretary, who has responsibility for ensuring compliance with the Board’s procedures. The Company Secretary ensures that there is a good information flow between the senior management team and the Non-Executive Directors. The Company Secretary is responsible for advising the Board on governance matters. Each of the Directors have the right to have their opposition to, or concerns over, any Board decision noted in the minutes.
Directors may take independent professional advice at the Company’s expense in the performance of their duties and the Board Committees are provided with sufficient resources to undertake their duties.
The Board consists of a Non-Executive Chairman, four independent Non-Executive Directors, three Non-Executive Directors and two Executive Directors. The Board is satisfied that, between the Directors, it has an effective and appropriate balance of independence, knowledge of the Company, diverse skill and experience, including (without limitation) in the areas of retailing, finance, international trading operations, e-commerce, digital media and marketing in order to enable it to discharge its duties and responsibilities effectively.
Auditor independence and non-audit services policy
The Audit Committee has adopted a policy covering the independence of the external auditor consistent with the ethical standards published by the Audit Practices Board and the engagement of the auditor the provision of non-audit services. The Auditor independence and non-audit services policy can be downloaded here.