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share dealinG Code
The Company has a code of securities dealings in relation to its shares and
other securities which is based on, and is at least as rigorous as, the Model
Code as published in the Listing Rules. The code applies to the directors and to
other appropriate employees of the Group.
internal Controls and risk manaGement
The directors have overall responsibility for the Group’s system of internal
control and risk management for reviewing their effectiveness. The systems
of internal control and risk management are designed to manage, rather than
eliminate, the risk of failing to achieve business objectives. Such a system can,
however, provide only reasonable, and not absolute, assurance against material
misstatement or loss.
Members of the Board have responsibility for monitoring the conduct and
operations of individual businesses within the Group. This includes the review
and approval of business strategies and plans, the setting of key business
performance targets and the analysis of risk. The executive management
responsible for each business is accountable for the conduct and performance
of their business within agreed strategies.
Business plans and budgets for each business include financial and strategic
targets against which performance is monitored. Monitoring includes the
examination of and changes to rolling annual and quarterly forecasts, monthly
measurement of actual achievement against key performance targets and
plans, and weekly reviews of performance.
The Group has clear procedures for the approval and control of expenditure.
Strategic investment decisions involving both capital and revenue expenditure
are subject to formal detailed appraisal and review according to approval levels
set by the Board. Operating expenditure is controlled within each business
with approval levels for such expenditure being determined by the individual
businesses.
The Group has a formal whistle blowing policy for employees who wish to raise
any issues or concerns relating to the Company’s or Group’s activities on a
confidential basis.
Executive management is responsible for the identification, evaluation and
management of the significant risks applicable to their areas of business and
for the development of a disaster mitigation and recovery programme.
The Group operates a Retail Support Unit which provides strong operational
internal audit services in the retail division, and there are procedures in place in
the Brands division to monitor and control licensees.
The Board Audit Committee assists the Board in fulfilling its oversight
responsibilities, reviewing the reporting of financial and non-financial
information to shareholders and the audit process, satisfying itself that
appropriate systems of internal control and risk management are in place and
are serving to identify and manage risk. The auditors attend all meetings of
the Audit Committee, save for those parts of any meeting when the Committee
reviews the performance of the auditors and when the Committee is having
separate discussions with the Group Finance Director.
With the exception of Heatons, the Groups only material associate, the Group’s
system of internal control and risk management and its effectiveness is
monitored and reviewed by the Board, the Audit Committee and management,
and the Board believes that the Group has maintained throughout the Year
and up to the date of approval of the annual report and accounts an effective
embedded system of internal control and has complied with the Turnbull
guidance.
soCial, environmental and ethiCal matters
The Group has for many years, recognised the benefits that accrue from
responsible employment, environmental and community policies. Details
of the Group’s activities in this area are set out in the Corporate and Social
Responsibility Report on pages 28 to 30.
Sports Direct International PLC Annual Report 2009 21