Annual Report & Accounts 2013 - Pinewood Studios

30 Pinewood Shepperton plcAnnual Report & Accounts 2013Corporate governance continuedBoard Committees continuedRemuneration CommitteeSteven Underwood – ChairmanLord GradeRuth Prior – appointed 27 November 2012During the year under review, the Remuneration Committee has not complied with the requirement set out in D.2.1 of theUK Corporate Governance Code that a Remuneration Committee of a smaller company should have at leasttwo independent Non-Executive Directors.A detailed report on the Remuneration Committee’s activities is contained within the Directors’ remuneration report.The Committee met on two occasions during the year ended 31 March 2013.Internal controlThe Board acknowledges that it is responsible for the Group’s system of internal control and has reviewed its effectivenessin accordance with the provisions of the UK Corporate Governance Code. The Audit Committee, in accordance with theterms of reference, has reviewed the effectiveness of the internal control systems and has found the systems to beeffective. The internal control systems implemented at the Company for the year under review, and continuing, isstructured in order that the Group’s risks are effectively identified, evaluated and managed to provide reasonably, but notabsolute, reassurance that there is no material misstatement or loss. This process is consistent with the requirements ofthe Turnbull Guidance.The main elements of the Group’s internal control system, including risk identification, are as follows:BoardThe Board of Directors is ultimately responsible for internal control procedures, with an organisational structure thatsupports clearly defined authority levels. The primary responsibility for the operation of the internal control systems lieswith the Executive Directors and the Executive Management Team. Board meetings include consideration of strategic,financial, operational and compliance issues, which are endorsed through assessment by the Audit Committee of theeffectiveness of the internal, financial and operating control environment.Operating Company controlsThe identification and mitigation of major business risks is the responsibility of the Executive Directors and ExecutiveManagement Team, who have ongoing operational responsibility. A part of this remit includes the maintenance andregular review of procedures to identify and mitigate potential areas of risk, supported by the Group’s in-house legalcounsel, in addition to external adviser guidance. This process and review also ensures that procedures comply withGroup policies and guidelines.Authorisation proceduresThe authorisation procedures in respect of matters such as purchase commitments, capital expenditure, investment limitsand treasury transactions are clearly defined within the Group.InsuranceThe Company has granted an indemnity to all its Directors against liability brought by third parties, subject to theconditions set out in the Companies Act 2006. The continuing adequacy of insurance cover for the Group is evaluatedon an annual basis and the Board concluded that the insurance cover for the Group is currently adequate.