Annual Report for the year ended 31 December 2008

The Chief Executive, Alex snow, is responsible for the day-to-day and
strategic management of the Group’s activities. He works closely with
Andrew umbers in continuing to develop the strategic direction of
Evolution securities limited and acts as Chief Executive Officer and
Chairman of Williams de Broë limited and is Chairman of WDB Capital
limited. He is ultimately responsible for the operating plans and budgets
for the businesses, monitoring business performance and ensuring
these are reported upon to the Board. The Board believes that these
arrangements facilitate the effective management of the business and
provide a strong control environment.
lord Maclaurin, the senior independent Director, is available to
shareholders if they have concerns where contact through the normal
channels is deemed inappropriate.
The biographies on pages 16 to 17 demonstrate a range of experience
and calibre to bring independent judgement on issues of strategy,
performance, resources and standards of conduct which are vital to the
success of the Group. The Non-executive Directors bring a wealth of
experience to the Board. in particular their complementary skills include
legal and accounting, asset management and corporate finance,
demonstrable leadership and experience at the highest level and
practical experience of the current regulatory and market environment.
The Executive Directors have and continue to build an impressive track
record of value and accretive acquisitions and organic growth whilst
protecting the capital position of the business through strong balance
sheet management. The Board is responsible to shareholders for the
proper management of the Company. All Directors of the Company take
decisions objectively in the interest of the Company. A statement of the
Directors' responsibilities in respect of the accounts is set out in the
Directors’ Report on pages 18 to 23. A statement on going concern is
set out on page 29.
should Directors have concerns about the running of the Company or
a proposed action that could not be resolved, their concerns would
be recorded in the Board minutes or otherwise discussed with the
Chairman. During the year, the Chairman held meetings with the Nonexecutive
Directors without the Executive Directors present. Resigning
Non-executive Directors are encouraged to provide written statements
to the Chairman to be circulated to the Board in order that the Board
may resolve any concerns that are raised. No such concerns or issues
have been raised during the year.
The Group has taken out appropriate insurance cover in respect of legal
action against its Directors and officers. in addition to insurance cover
for Directors and officers’ liability, the Group has arranged insurance
cover in respect of professional indemnity and corporate crime,
employers’ liability, and public and products liability.
information and professional development
As stated above the Chairman is responsible for ensuring that Directors
receive accurate, timely and clear information. There is a clear
understanding by management that they have the obligation to provide
such information in a way that facilitates informed and timely decision
making by the Board. The Company secretary is responsible for advising
the Board, through the Chairman, on all corporate governance matters
and is responsible to the Board for ensuring that Board procedures are
complied with. During the year the Board initiated a review of corporate
governance processes and procedures across the Group in order to
benchmark and refresh existing arrangements. This review will be
completed during the first half of 2009. such review encompasses both
a top down and a bottom up review of governance below Board level
and between principal subsidiaries and the Group Board and is being
co-ordinated by the Company secretary. As part of this review interim
measures have been identified and implemented to strengthen the
subsidiary Board Committee structure below Group Board level.
The principal subsidiary companies have adopted matters specifically
reserved to them for decision.
The Board as a whole considers the appointment and removal of the
Company secretary. All Directors have access to the advice and services
of the Company secretary and there are procedures in place for taking
independent professional advice to ensure that individual Directors and
the Board Committees are provided with sufficient resources to undertake
their duties, at the Group's expense if required.
The Company secretary is responsible for ensuring good information
flows within the Board and its committees and between senior
management and Non-executive Directors. To this end the annual Board
and subsidiary company Board timetables provide for matters that are
brought to the Board for decision or information to be first considered
by the relevant subsidiary Board where appropriate.
New Directors are provided with the opportunity to undertake a thorough
induction on joining the Board commensurate with their existing
knowledge and understanding of the business of the Group. Training
needs are monitored and addressed as part of the annual performance
evaluation process detailed below.
performance
The Board conducts a formal and rigorous annual evaluation of individual
Directors, its own performance and that of its Committees. The evaluation
process is constructively used as a mechanism to improve Board
effectiveness, maximise strengths and address any weaknesses.
The format of evaluation is reviewed annually. The Board feel that a
consistent approach year to year is vital to allow comparison and
benchmarking of progress against previous years and targets. The Board
annually considers whether it might be appropriate to engage a third
party to conduct its performance evaluations and has concluded that
the current structure provides sufficient scrutiny to meet the needs of
the Group. in the opinion of the Board, the most important aspect of
evaluation is to constantly strive to improve performance, act on any
areas in need of improvement and to be able to act quickly and
effectively in the face of the changing structure of the Group and the
environment in which it operates. The Board is committed to this
process. As previously disclosed the Board have accelerated its search
for a Finance Director. We constantly strive to continue to meet
corporate governance best practice and efforts continue to be made
to ensure the correct balance of information flow up to the Group Board,
a process which has the full support and engagement of senior
management and the Board. in its 2008 evaluation of performance,
the Board recognised the need to continue to enhance governance
standards at and below Board level and in this aim is being advised
by the Company secretary and its internal auditors. The Board are
committed to continue to evolve and improve its own performance to
meet the expectations of regulators and to meet best practice.
Individual Performance
The Chairman, having consulted with the Non-executive Directors
without the Chief Executive present, appraises the Chief Executive.
He is subject to annual qualitative and quantitative objectives linked to
rewards. The Chief Executive appraises the performance of the other
Executive Directors, having consulted the Non-executive Directors and
having regard to their annual qualitative and quantitative objectives.
We have made very good progress
WiTh The inTegraTion and developmenT
of each of our businesses.
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