Healthcare without boundaries - EMIS Group plc Annual report and ...

Board effectiveness continued
The questionnaire covered ten areas:
including board membership, processes
for setting the strategy of the company,
monitoring business performance,
corporate governance and the effectiveness
of the executive directors, non-executive
directors (including the Chairman) and
the board’s committees. The results were
fed back to the Chairman in individual
meetings and any individual concerns
were addressed. The Chairman produced
a report on the board as a whole and on
the other members of the board. The Senior
Non-executive Director, after review of the
questionnaire findings and discussions
with the board, other than the Chairman,
produced a report on the Chairman’s
performance. The process also gave
consideration to environmental, social
and governance issues as appropriate.
New directors receive a comprehensive
pack of information, attend a tailored
induction programme and meet senior
managers and all directors are encouraged
to attend other relevant training courses
and events.
Investor relations
Meetings with analysts and institutional
shareholders are held following the interim
and preliminary results announcements
and on an ad hoc basis. These are usually
attended by the Chief Executive and
Finance Director. Feedback from these
meetings and regular market updates
prepared by the company’s broker are
presented to the board. The Chairman and
the Senior Non-executive Director are
available to shareholders to discuss strategy
and governance issues. In accordance with
AIM Rule 26, there is an investors section on
the company’s website, www.emis-online.
com/investors, which is kept up to date.
Annual General Meeting (AGM)
At the AGM, separate resolutions will be
proposed for each substantially different
issue. Proxy votes are disclosed by means
of an announcement on the London Stock
Exchange and via the group’s website.
Board committees
The board has three formally established
committees, with clearly defined written terms
which are reviewed annually by the board.
Membership is as shown in the table below.
The terms of reference of the committees are
available on the company’s website. The role
and work of the committees is outlined below.
Audit committee
The audit committee is chaired by
Robin Taylor, who is considered to have
relevant financial experience. Robin’s
biography is included on page 17.
Other directors and representatives of
the external auditor attend by invitation.
In discharging its responsibilities as outlined
in the terms of reference, as well as an annual
self-review, the role of the committee has
included the reviewing and monitoring of:
• the annual report and accounts
and preliminary and interim results
statements of the company;
• the appropriateness of accounting
policies and the critical accounting
estimates and judgements;
• the relevance of developments in
accounting and reporting requirements;
• the effectiveness of internal controls and
risk management systems;
• the auditor’s plan for the year-end audit;
• the formal engagement terms, performance,
objectivity and independence of the auditors,
including the extent of non-audit work
undertaken by the auditors; and
• the audit and non-audit fees of the
auditors. These are set out in note 10
to the financial statements.
The committee has recommended to
the board that a resolution re-appointing
Baker Tilly UK Audit LLP as external auditors
be put to the shareholders at the AGM.
Remuneration committee
Robin Taylor is chairman of the remuneration
committee, which has met twice during the
year. Up to 17 March 2011 it was chaired by
Tony Jones. The committee is responsible
for establishing a formal and transparent
procedure for developing policy on executive
remuneration and for setting the remuneration
of individual directors. Full details of the work
of the committee, the directors’ remuneration
and remuneration policy are set out in the
Directors’ remuneration report on pages 22
and 23.
Business & financial overview Corporate governance Financial statements
Fig 1 Board and committee meetings
Full
board
Audit Remuneration
committee committee
Nomination
committee
Number of meetings in period 12 2 2 2
Attendance:
Executive directors
Sean Riddell 12/12 — — —
Phillip Woodrow 12/12 — — —
Dr David Stables 12/12 — — —
Non-executive directors
Mike O’Leary (from 17 March 2011) 10/10 1/1 2 2
Tony Jones (to 17 March 2011) 2/2 1/1 — —
Robin Taylor 12/12 2 2 2
www.emis-online.com EMIS Group plc Annual report and accounts 2011
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