Corporate Governance
Introduction
The Board is committed to achieving good standards of corporate governance and following admission to AIM in December 2006 has made several steps in achieving this objective. Although under the rules of AIM, the Group is not required to comply with the Combined Code, the directors intend to comply so far as reasonably practicable for a Company of ACM’s size and nature. Where full compliance is not appropriate due to the Company’s size and/or nature, the directors will refer to guidance for AIM quoted companies issued by the Quoted Companies Alliance.
Board of directors
Following admission to AIM the Company has appointed a Finance Director and two additional non-executive directors. The Board now consists of three executive and three non-executive directors, a composition which the Board believes is best suited to the continued success of the Group.
The Board is responsible for establishing the strategic direction of the Group, monitoring the Group’s performance against its business plan. It is also responsible for leading and controlling the Group and in particular for formulating, reviewing and approving the Group’s strategy, budget, major items of capital expenditure and acquisitions and disposals. Regular meetings are being held and all necessary information is supplied on a timely basis to enable the Board to discharge its duties effectively. Additionally special meetings take place, or other arrangements are made when Board decisions are required in advance of the regular meetings.
It is the Company’s policy that directors are re-elected by shareholders and the Company’s Articles require one third to retire by rotation. However, as this will be the first opportunity since appointment, all six directors offer themselves up for re-election at the forthcoming Annual General Meeting.
Board committees
The Board has set up a remuneration committee, an audit committee and a nomination committee. Each of these committees consist of the three non-executive directors and are chaired by Peter Sechiari. The Board is also in the process of setting up a compliance committee.
Remuneration Committee
The remuneration committee consists of the three non-executive directors; Peter Sechiari (as Chairman), David Cobb and Timothy Chadwick. The committee meets formally at least twice a year and otherwise as required. The remuneration committee considers all material elements of remuneration policy, including remuneration and incentives of executive directors and senior management (including pension rights and compensation payments) with reference to independent remuneration research and professional advice. The Board are responsible for implementing the recommendations and agreeing the remuneration packages for individual directors. The remuneration committee is also responsible for making recommendations for grants of options under share option and incentivisation schemes. No director will be able to participate in discussions relating to his own terms and conditions of remuneration. Non-executive directors’ and Chairman’s fees are determined by the full Board on the advice of the remuneration committee.
Audit Committee
The audit committee meets whenever there is business to discuss and at least twice each year. The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It also meets with the auditors without executive directors being present and review reports from the auditors relating to accounts and internal control systems.
Nomination Committee
The nomination committee has the responsibility for making recommendations on the appointment of additional directors to the Board and the appointment of members of the Company’s senior management team. It meets at least twice a year.
Internal control
The Board is responsible for the system of internal control. Although no system can provide absolute assurance against misstatement or loss, the Group’s systems are designed to provide the directors with reasonable assurance. The Board is also responsible for reviewing the effectiveness of the system.
Going concern
The directors confirm that they are satisfied that the Group has adequate resources to continue its business for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the accounts.
Shareholder relations
The Board places significant importance in maintaining good communications with its shareholders. This includes meetings with shareholders and analysts as appropriate. Shareholders are also invited to the Company’s Annual General Meeting when questions will be taken. The Company also intends to use its Annual Report and Accounts, Interim Statement and website (www.acmshippinggroup.com) to provide further information to shareholders.