Annual Report 30 June 2007 - One Horizon Group

8
REPORT OF THE DIRECTORS (continued)
Corporate governance
Although the Group is not obliged to comply with the revised Combined Code on Corporate Governance issued in July 2003
(the “Code”), the Board is committed to ensuring good standards of corporate governance and has taken steps to comply with
the Code’s principles in so far as practicable for a Group of this size.
Board of directors
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of those matters that
are reserved as the responsibility of the Board. The Chief Executive Officer leads the development of business strategies within the Group’s
operations. The Board consists of three Executive Directors and two non-Executive Directors, including the non-Executive Chairman.
Both non-executive directors are considered to be independent. The Board considers that there is an appropriate balance between the
Executives and non-Executives, and that no individual or small Group dominates the Board’s decision taking. The Board’s members have
a wide range of expertise and experience and it is felt that concerns may be addressed to any of the non-Executive Directors.
Notice of the Group’s Annual General Meeting is to be sent to shareholders with a copy of this Report and Accounts.
Reappointment of directors
One third of the Directors are required to retire by rotation at each Annual General Meeting, under the Company’s Articles of
Association. The following Directors will retire at the Annual General Meeting 2007 and put themselves forward for re election.
● Mark White
● Martin Ward
Stephen Austin having been appointed during the year and being eligible offers himself for election by the Shareholders at the
forthcoming Annual General Meeting.
Board committees
The Board has delegated certain authorities to committees, each with formal terms of reference, which are available on written
request to the Company’s Registered Office.
Audit committee
The Audit Committee consists of the two non-Executive Directors and meets at least twice a year to consider the scope of the
annual audit, interim reviews, to assess the auditors, to assess effectiveness of the Group’s systems of internal control and to
review the requirement for internal audit (which the Committee believes is not currently justified, given the current size of the
Group). The Committee has access to the Group’s auditors. The Chief Executive Officer and Finance Director may be invited to
attend Committee meetings, but are not members.
Remuneration committee
The Remuneration Committee consists of the two non-Executive Directors and meets at least twice a year to determine Company
policy on senior executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages
of the Executive Directors and consider awards under the Group’s option schemes. The Chief Executive Officer is consulted on
remuneration packages and policy, but does not attend discussions regarding his own package. The remuneration and terms and
conditions of appointment of the non-Executive Directors are determined by the Board.
Internal control and risk management
The Board has implemented a formal system of controls which accords with the guidance given in the Turnbull Report and
acknowledges its responsibility for reviewing the effectiveness of the systems in place to manage risk and provide reasonable,