The Group and parent company financial statements are required by law to give a true and fair view of the state of affairs of the Group and the parent company and of the profit or loss for that period.

In preparing these financial statements, the Directors are required to: 

• select suitable accounting policies and then apply them consistently; 
• make judgments and estimates that are reasonable and prudent; 
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business. 

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 1985.  They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors´ are responsible for the maintenance and integrity of the corporate and financial information included on the company´s website.  Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Disclosure of information to auditors

The Directors who held office at the date of approval of this Directors´ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company´s auditors are unaware and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company´s auditors are aware of this information.

Directors Responsiblities

The Board consists of Mr Brown, Chairman, Mr Mowinckel a Non-Executive Director and Mr Bradford, Mr Sharrock, Mr Slater and Mr Walsh, Executive Directors.

Biographies of the Board members, above, indicate the levels and range of business experience which are essential to manage effectively a business of the size and complexity of that operated by the Group.

The Board meets at least ten times each year and more frequently when required. The Board has a schedule of matters reserved to it for decision and the requirement for Board approval on these matters is communicated widely throughout the senior management of the Group. These include matters such as material capital commitments, commencing or settling major litigation, operating budgets, significant financing, business acquisitions and disposals, appointments to the board of subsidiary undertakings, approval of business strategy, code of ethics and business practice, remuneration of senior management and corporate activities relating to all listing matters.

There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company´s expense. This is in addition to the access which every Director has to the Company Secretary. The Secretary is charged by the Board with ensuring that Board procedures are followed.

To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings this consists of supporting documentation as appropriate including regular business progress reports and discussion documents regarding specific matters.

Overall strategy on risk and control: The Board considers risk management and internal control on a regular basis.  The Risk Management strategy is established and monitored by the Board with the objective of setting clear guidelines in relation to the levels of retained risk acceptable to the Group. Procedures for the Group assessment of significant business risks are subject to regular review, monitoring and improvement.

Due to the open environment in which the Company carries out its daily activities, it is anticipated that any employee would feel free to bring major matters of concern to the attention of the appropriate Officers of the Company.

The Directors are responsible for the Company´s system of internal financial control which is designed to provide reasonable but not absolute assurance against material misstatement or loss.  The Directors have in place internal financial controls as follows:

Financial reporting: A detailed formal budgeting process for all Group businesses culminates in an annual budget which is approved by the Board. Results for the Company and for its constituent businesses are reported monthly against the budget to the Board and revised forecasts for the year are prepared each quarter.

Performance review: The business units are subject to periodic in depth review by Group Management during the year. Actual results are compared with budget, prior year and rolling financial targets, with overall performance judged on the achievement of a series of key performance indicators.

Corporate plan:  Executive management submit an annual business plan to the Board for approval. The plan is a summation of each business unit´s quantified assessment of its planned trading performance in respect of the forthcoming financial year, taking into account the economic environment and the sensitivities underlying the projections.

Internal financial controls assurance: The Directors have reviewed the effectiveness of the Group´s internal financial controls.  Due to the size of the Group it is not currently considered necessary to operate a formal internal audit function. The Audit Committee and Board will review this requirement annually as a minimum.

Capital investment:  There are clearly defined guidelines for capital expenditure and the requirement for Board approval. These include annual budgets, detailed appraisal and review procedures, levels of authority and due diligence requirements where businesses are being acquired. Post investment appraisals are performed for major investments.

Audit committee

The Audit Committee which is comprised of Mr Mowinckel, Chairman of the Committee and Mr Brown, meets at least twice a year. Its objective is to give formal support to the Board in fulfilling its obligations to shareholders to maintain standards of management, financial control and reporting throughout the Group that are consistent with regulatory requirements and current best practice.

The external auditors attend meetings of the Audit Committee and have direct access to the Chairman of that Committee.