Annual report 2005 - Xeikon

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CORPORATE GOVERNANCE REPORT
Introduction
The group is committed to high standards of corporate
governance and the Board believes that this is a key
element to continuing to deliver the group’s strategy.
While the group is not required to comply with the
provisions of the 2003 FRC Combined Code, the group
complies wherever possible with principles of good
governance.
Statement of directors’ responsibilities
The Board are responsible for leading and controlling
the group and is accountable to the shareholders for
the operational and financial performance for the group.
The directors are responsible for internal controls and
company law requires the directors to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the company and group
and of the profit or loss for that period.
A more detailed description of the directors responsibilities
in respect of the financial statements can be found in the
Directors’ report.
Going concern
Having made due enquiries the directors have a
reasonable expectation that the group has adequate
resources to continue in operational existence for
the foreseeable future. For this reason, they continue
to adopt the going concern basis in preparing the
financial statements.
The Board
The Board meets regularly throughout the year and met
five times during 2005. It is responsible for:
• Overall group strategy;
• Approving revenue and capital budgets and material
expenditure plans;
• Approving substantial acquisitions and disposals of
businesses, subsidiaries or material assets;
• Determining the financial and corporate structure of
the group (including financing and dividend policy);
• Approving material or extraordinary contracts;
• Setting the company’s values and standards and
ensuring that its obligations to its shareholders and
others are understood and met; and
• Ensuring appropriate training of directors and other
senior executives.
Day to day management of the company’s business
is delegated to the management team. At each
meeting the Board reviews comprehensive financial
information produced by management each month
and considers the trends in the company’s business
and their performance against strategic objectives and
plans. It also regularly reviews the work of its formally
constituted standing committees as described below
and compliance with the group’s management policies
and compliance with legal requirements.
All members of the Board and its committees attended
all scheduled meetings held in 2005 except that Dick
Tilanus was absent on one occasion due to illness and
Guido Dumarey was absent on one occasion.
Details of the service contracts of the executive
directors are shown in the Remuneration report. The
non-executive directors do not have service contracts
but have appointment letters, which can be renewed
or extended.
In furtherance of the principles of good corporate
governance, the Board has appointed the Audit,
Remuneration and Nomination Committees.
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