20645_Scapa_AR_160504

CORPORATE GOVERNANCE CONTINUED
Board and briefings on wider responsibilities
on areas such as Directors’ duties. The
induction programme is supplemented by
visits to key locations and meetings with
key Senior Executives.
Throughout their period in office, the
Directors are updated on the Group’s
business, the competitive environment,
corporate social responsibility matters
and other changes affecting the Group
and the industrial sectors in which the
Group operates. The Board tries to visit
different Group operations each year to
help extend the breadth and depth of the
Non-Executive Directors’ understanding
of the Group’s business.
Training is provided to the Directors, to
ensure that they are kept up to date with
corporate governance best practice as
well as legal and regulatory matters
affecting the Group.
Information and support
The Chairman is responsible for ensuring
the Directors receive accurate, timely and
clear information. Under direction from the
Chairman, the Company Secretary ensures
good information flow which includes
executive commentaries from the Executive
Team, in addition to the reports from the
Executive Directors and Company Secretary
which are provided in advance of each Board
meeting. The reports explain issues affecting
the Group and how the Group’s strategy is
being implemented through current and future
activities. The Board is provided with sufficient
management information and reports on a
timely basis and receives briefings by
members of the Executive Team and senior
management regularly to ensure that the
Board is fully up to date with key issues
concerning the Group.
We continue to use the electronic delivery
system adopted in fiscal year 2014 for Board
documentation to be delivered direct to the
Directors’ electronic devices, which facilitates
timely and efficient delivery of information
and Board packs to the Directors. This
approach also reduces the amount of paper
used by the Board and is in line with our
move to use electronic communications
with shareholders which we implemented
following the relevant approvals at the
Annual General Meeting held in July 2013.
Indemnification of Directors
Qualifying third party indemnity provisions,
as defined in section 234 of the Companies
Act 2006, are in force for the benefit of
Directors who held office during the year.
The Company maintains Directors and
Officers liability insurance for the Group’s
Directors and officers.
ACCOUNTABILITY
Financial and business reporting
The Board is responsible for presenting a fair,
balanced and understandable assessment
of the Group’s position and prospects. The
statement setting out the reasons why the
Board continues to adopt the going concern
basis for preparing the financial statements is
included in the Directors’ Report on page [XX].
Internal control system
The Board confirms that there is an ongoing
process for identifying, evaluating and
managing the significant risks to the
achievement of Scapa’s strategic objectives
and this process was in place throughout
the year under review and up to the date
on which the Accounts were approved.
The process accords with the Code and
is regularly reviewed by the Board, through
the Audit and Risk Committee, whose
review of the effectiveness of the Group’s
risk management and internal controls
systems includes:
> > a formal review of the Group’s Risk Profile
at least once every six months to assess
potential risk areas and action plans to
address these risks
> > review of the strategic and annual
internal audit plan
> > review of the external audit strategy
and plan
> > quarterly review of the implementation
of internal audit recommendations
> > review of declared financial and
operational control self-assessments
against minimum control standards
across all locations
> > review, on an annual basis, of Group
policies in relation to whistleblowing,
anti-bribery and corruption, and
prevention of fraud
The Board, supported by the Audit and Risk
Committee, is responsible for determining
the nature and extent of the significant risks
the Group is willing to take in achieving its
strategic objectives and for maintaining
sound risk management and internal
control procedures.
The Group’s internal control system is
designed to manage the risk of failure to
achieve business objectives, rather than to
eliminate that risk. Such systems can only
provide reasonable, and not absolute,
assurance against material misstatement
or loss.
During the year there have been no
significant failings, weaknesses, or any
material internal control failures that have
been identified and which require reporting
in the 2015/16 Annual Report and Accounts.
COMMUNICATIONS WITH
SHAREHOLDERS
At the Company’s Annual General Meetings,
all Directors are available to respond to
questions from shareholders present. The
Annual General Meeting provides a forum for
constructive communication between the
Board and shareholders. Throughout the
year, the Executive Directors, and separately
the Chairman, meet with investors to discuss
matters relevant to the Company. During the
year, the Chairman of the Remuneration
Committee and the Company Secretary met
with shareholders to canvass views on the
proposed Value Creation Plan (the ‘Plan’),
which views were taken into account in
refining the structure of the Plan that was
subsequently approved by shareholders in
General Meeting on 16 November 2015.
R L SMITH
COMPANY SECRETARY
24 MAY 2016
42
SCAPA GROUP PLC ANNUAL REPORT AND ACCOUNTS 2016