Corporate Governance
Introduction
The Board is committed to achieving good standards of corporate governance. 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 listed companies issued by the Quoted Companies Alliance.
Board of directors
The Board 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 and 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 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 of Association require one third to retire by rotation.
Board committees
The Board has 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 also has a compliance committee consisting of Peter Sechiari and Ian Hartley.
The remuneration committee is discussed within the Directors’ remuneration report in the 2009 Annual Report.
The audit committee meets whenever there is business to discuss and meets 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 auditor without executive Directors being present and review reports from the auditor relating to accounts and internal control systems.
The nomination committee has 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 on maintaining good communications with its Shareholders. This includes meetings with shareholders and analysts as appropriate. Shareholders are also invited to the Company’s AGM, where questions are taken. The Company also uses its Annual Report and Accounts, Interim Statement and website (www.acmshippinggroup.com) to provide further information to shareholders.