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

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Corporate governance Corporate governance report continued Executive directors of each group company have a close involvement with all day-to-day operations and also meet with staff on a regular basis. Board committees continued Nomination committee The nomination committee was chaired by Tony Jones until his retirement. Mike O’Leary, who was recruited as part of a formal process from a list proposed by the company’s recruitment advisers, became chairman on his appointment. The committee is responsible for leading the board appointments process and for considering the size, structure and composition of the board and has met twice in the year. Non-executive directors are subject to re-election in the same way as executive directors. The former Chairman and the Senior Non-executive Director were appointed on 1 March 2010 by letters of engagement terminable by six months’ notice on either side. Mike O’Leary’s appointment, on 17 March 2011, was also by letter of engagement, for an initial term of three years unless terminated earlier by either party giving not less than three months’ written notice. As well as conducting an annual self-review, the committee has also considered succession planning for the board and senior managers within the group. Internal control and risk management The board is responsible for the group’s system of internal controls, including reviewing the effectiveness of these controls and the processes in place for risk management. The processes and procedures in place are designed to manage rather than eliminate risk and can therefore only provide a reasonable and not an absolute assurance against material misstatements or losses. Executive directors of each group company have a close involvement with all day-to-day operations and also meet with staff on a regular basis to identify and review business risks, the controls needed to minimise those risks and the effectiveness of controls in place. Business risks are monitored and updated on a regular basis. Insurance is in place where appropriate. The group has extensive quality assurance processes by virtue of its internal quality assurance department which audits all non-financial processes and procedures. There are clearly defined roles, responsibilities and limits on authority in place. The group has five current ISO registrations including ISO27001 – Information Security. During the year the board, independently and through the audit committee, has reviewed and is satisfied with the adequacy of the group’s internal financial controls. These include an annual budgetary process which is reviewed and approved by the board. The actual results are monitored against budget at each board meeting and forecasts are revisited on a rolling basis. The committee also considered the need for a whistle blowing policy and, in the light of the company’s training for the Bribery Act and operational framework, an updated Anti‐Corruption and Bribery Policy together with a group Statement of Ethics and Whistleblowing Policy were produced and put into effect. Financial policies and approval procedures are in place which cover a number of key areas such as credit control and expenditure authorisation. A comprehensive monthly financial reporting system is in place which covers, amongst other things, operating results, cash flow, assets and liabilities and comparisons against budgets. There is currently no internal audit function as this is not considered necessary at this stage of the company’s development but this will be reviewed on an annual basis as the group evolves. 26 EMIS Group plc Annual report and accounts 2011
Financial statements Financial contents Financial statements 28 Independent auditor’s report 29 Group statement of comprehensive income 30 Group and parent company balance sheets 31 Group and parent company statements of changes in equity 32 Group and parent company statements of cash flows 33 Notes to the financial statements Business & financial overview Corporate governance Financial statements www.emis-online.com EMIS Group plc Annual report and accounts 2011 27
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Healthcare without boundaries - EMIS Group plc Annual report and ...

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