formerly Motion Media PLC - Scotty Tele-Transport Corporation

SCOTTY GROUP PLC
(formerly Motion Media PLC)
CORPORATE GOVERNANCE
As an AIM company, Scotty Group Plc is not required to make specific disclosures regarding compliance with the July
2003 Combined Code. However, the Board seeks to apply the principles of good governance and in particular, some of
the measures adopted by the Board are set out below.
BOARD OF DIRECTORS
The directors bring a range of relevant expertise and experience to the Board. At 6 August 2004 the Board comprised
two non-executive directors, one of whom is the Chairman and two executive directors.
The Board is responsible to shareholders for the proper management of the Group. A statement of the directors’
responsibilities in respect of the accounts is set out on page 17 and a statement on going concern is given on page 8.
The directors have access to the Company Secretary who is responsible to the Board for ensuring that Board procedures
are followed and that applicable rules and regulations are complied with. All directors are able to take independent
professional advice in furtherance of their duties if necessary.
There are not less than 10 formal Board meetings scheduled each year. Other meetings are held as necessary. The
Board has a formal schedule of matters reserved to it. Responsibilities of the Board include the development of
business strategy, approval of major business matters and policies, the review and approval of the annual report, interim
financial statement, operating budgets and the review of performance against business objectives. To enable the Board
to perform its duties, briefing papers, matters for decision and minutes of previous meetings are distributed to all
directors in advance of Board meetings.
BOARD COMMITTEES
Audit Committee
The Audit Committee is chaired by Rex Thorne, OBE, non-executive Chairman and includes Georg Weber, Chief
Finance Officer. The committee meets annually with a representative of the company’s auditors. The committee is
responsible for ensuring that arrangements for the independent audit of the annual report and financial statements are
appropriate and effective. The committee also monitors the controls that are in force to ensure the integrity of the
information reported to shareholders.
Nomination Committee
The Nomination Committee is chaired by Peter Sauerzopf, non-executive director and includes Rex Thorne, OBE, nonexecutive
Chairman. The committee is responsible for proposing candidates for appointment to the Board, having
regard to the balance and structure of the Board. In appropriate cases recruitment consultants are used to assist in this
process. All directors are subject to re-election at least every three years, or more often if required by the Companies
Act 1985.
RELATIONS WITH SHAREHOLDERS
The Company is committed to maintaining good relations with its shareholders through the provision of interim and
annual reports, press releases, through its web site www.scottygroup.com and through meetings with shareholders in
general meetings. There is regular dialogue with institutional shareholders including presentations after the company’s
preliminary announcement of the year end results and at the half year.
INTERNAL CONTROL
The Board is responsible for establishing and maintaining the Group’s system of internal control. Internal control
systems are designed to address the needs of the Group and the risks to which it is exposed. However, such a system
can only provide reasonable and not absolute assurance against material misstatement or loss.
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