Infoserve Group PLC
Bringing Business to You
Corporate Governance
The Company has applied the principles of good governance set out in Section 1 of the Combined Code published by the Financial Reporting Council in July 2003, as practical for a Group of this size.
Board Committees
The Board is responsible for approving policy and strategy. It meets monthly to discuss a schedule of matters reserved to it for decision. The Company's management team supply the Board with appropriate and timely information and the directors are free to seek any further information they consider necessary.
The Board consists of a non-executive chairman, James Newman, three executive directors, Derek Oliver, Steve Barnes and Mark Riley, who hold the key operational positions within the Company, and two non-executive directors, David Hood and Andrew Thirkill, who bring relevant sector experience and knowledge to the Board.
Audit Committee
The Audit Committee, chaired by James Newman, consists of the three non-executive directors. The executive directors are not members of the committee but the Chief Executive Officer may be invited to attend its meetings. The committee meets at least twice per year. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, and for meeting with the Group's auditors and reviewing their reports on the accounts and the Group's internal controls.
Remuneration Committee
The Remuneration Committee, chaired by David Hood, consists of the three non-executive directors. The committee is responsible for reviewing the performance of the executive Directors, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.