Annual report and accounts - Cattles Limited

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30 Cattles plc Annual Report and Financial Statements 2004 Report of the Board on Corporate Governance Tax compliance and tax advisory: Tax compliance involves dealing with the group’s corporation tax returns and this work is carried out by PricewaterhouseCoopers. Tax advisory services include tax planning and structuring advice for direct and indirect taxes. The group’s policy is for each individual assignment to be assessed separately and awarded depending on which professional services firm is considered best suited to perform the relevant work. Other non-audit services: The external auditors are not permitted to provide internal audit, risk management, litigation support, remuneration advice and information technology services. The provision of other non-audit services is awarded on a case-by-case basis, depending on which professional services firm is considered best suited to perform the work. These safeguards, which are monitored by the Audit Committee, are regularly reviewed and updated to ensure they remain appropriate. The appointment of the external auditors to provide non-audit services requires Board approval for any assignments with fees above a set financial limit. The external auditors report to the Audit Committee each year on the actions they have taken to comply with professional and regulatory requirements and best practice designed to ensure their independence, including the rotation of key members of the external audit team. PricewaterhouseCoopers have formally confirmed their independence to the Board, in respect of the period covered by these financial statements. The disclosure of the non-audit fees paid to the external auditors during the year is included in note 2 to the financial statements, on page 50. Going Concern Under company law, the directors are required to consider whether it is appropriate to prepare financial statements on the basis that the company and the group are going concerns. As part of its normal business practices, the group prepares annual budgets and longer term financial and business plans. In reviewing this information, the directors are satisfied that the company and the group have adequate resources to continue in business for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing the group’s financial statements. By order of the Board Roland Todd Company Secretary 18 March 2005
Cattles plc Annual Report and Financial Statements 2004 31 Report of the Board on Directors’ Remuneration For the year ended 31 December 2004 Introduction This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002 (‘the Regulations’) and also meets the relevant requirements of the Listing Rules of the Financial Services Authority. The report describes how the Board has applied the Principles of Good Governance relating to directors’ remuneration and, in accordance with the Regulations, a resolution to approve this report will be proposed at the annual general meeting of the company in May 2005. The Regulations require the auditors to report to the company’s members on the ‘auditable part’ of the directors’ remuneration report and to state whether in their opinion that part of the report has been properly prepared in accordance with the Companies Act 1985 (as amended by the Regulations). The report has therefore been divided into separate sections for audited and unaudited information. Unaudited Information Remuneration Committee Since F Dee’s appointment on 30 June 2004 the Remuneration Committee has comprised the three independent non-executive directors, D A Haxby, N N Broadhurst and F Dee. D A Haxby was chairman and N N Broadhurst was a member of the Committee throughout 2004 and B Cottingham was a member until 30 June 2004. None of the Committee members has any personal financial interest in the company other than as a shareholder, nor have they any day to day involvement in the running of the business or conflicts of interests arising from cross-directorships. The purpose of the Committee is to determine the remuneration of the executive directors and the Chairman and to recommend and monitor the level and structure of remuneration for specified senior managers below Board level. The Committee has appointed New Bridge Street Consultants LLP (‘NBSC’) as its remuneration consultants. NBSC has no other connection with the company. NBSC advises the Committee directly on matters within the Committee’s terms of reference on which the Committee chooses to consult NBSC. NBSC may also advise the company generally on aspects of executive and employee remuneration, typically on the implementation and ongoing operation of executive remuneration schemes. NBSC advises a sub-committee of the Board from time to time on the remuneration of the non-executive directors, other than the Chairman. The Chairman, the Chief Executive and the Treasury & Risk Director are consulted by the Committee but are not permitted to participate in any discussions relating to their own remuneration. Remuneration Policy Executive remuneration packages are designed to attract, motivate and retain directors of the high calibre necessary to maintain the group’s strong growth and profit performance and to reward them for enhancing value to shareholders. The performance measurement of the executive directors and the determination of their annual remuneration packages are undertaken by the Committee. There are four main elements of the remuneration packages of executive directors: ● ● ● ● Basic salary and benefits; Annual bonus; Long-term incentives; and Pension and life assurance arrangements.
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