2012 annual report - TLA Worldwide

24 TLA Worldwide PLCDirectors’ interestsThe present membership of the Board, together with biographies on each, is set out on page12. All of these directors served throughout the period, except Andrew Wilson, who joinedthe board on 14 March 2012, Andrew Pearson, who joined the board on 1 June 2012 andGareth Jones, who joined the board on 29 November 2012. Directors’ interests in shares in theCompany are set out in the directors’ remuneration report on page 26.Directors’ third party indemnity provisionsThe Group maintains appropriate insurance to cover Directors’ and officers’ liability.The Group provides an indemnity in respect of all the Group’s Directors. Neither the insurancenor the indemnity provides cover where the Director has acted fraudulently or dishonestly.EmployeesThe Group is an Equal Opportunities Employer and no job applicant or employee receivesless favourable treatment on the grounds of age, sex, marital status, sexual orientation, race,colour, religion or belief.It is the policy of the Group that individuals with disabilities, whether registered or not shouldreceive full and fair consideration for all vacancies for which they are suitable applicants.Employees who become disabled during their working life will be retained in employmentwhenever possible and will be given help with any rehabilitation and retraining.Health and safetyThe Group is committed to maintaining a safe and healthy working environment for all staff.To that end it provides appropriate training and supervision.Supplier payment policyIt is the Group’s policy and practice to settle its suppliers accounts on due dates according toagreed terms of credit. The creditor days across the Group for the year were 23 days (2011:23 days). The Group has $1.7 million of trade and other payables as at 31 December 2012.Share capital structureDetails of the Company’s share capital are set out in note 20 of the financial statements.The Company has one class of Ordinary Shares which carry no right to fixed income.Each share carries the right to one vote at general meetings of the Company. There are norestrictions on the transfer of Ordinary Shares in the capital of the Company other than thecustomary restrictions contained in the Company’s Articles of Association and certainrestrictions, which may be required from time to time by law, for example, insider tradinglaws. In accordance with the Model code which forms part of the Listing Rules of the FinancialServices Authority, certain directors and employees are required to seek approval of theCompany to deal in its shares.The Company is not aware of any agreements between shareholders that may result in restrictionson the transfer of securities and/or voting rights. The Company’s Articles of Associationcontain limited restrictions on the exercise of voting rights.With regard to the appointment and replacement of directors, the Company is governed byits Articles of Association, the Companies Act and related legislation. The Articles themselvesmay be amended by special resolution at a general annual meeting of shareholders.The powers of directors are described in the Main Board Terms of Reference, copies of whichare available on request.Financial instrumentsDetails of the financial risk management objectives and policies of the Group, includinghedging policies, are given in note 27 of the financial statements.