The board of directors of RWS Holdings Plc (the "Company") recognises the importance of, and is committed to, ensuring that effective corporate governance procedures are in place that are appropriate for a public company of its size, nature and complexity. As an AIM listed company, RWS Holdings Plc is not required to comply with or adopt the provisions of the UK Corporate Governance Code ("the Code") or any other external corporate governance code and no particular corporate governance code has been adopted by the Company.
The board is responsible to shareholders for effective direction and control of the Company and its subsidiaries (together, the "Group") and the arrangements for corporate governance and internal control that the directors have established to enable them to carry out this responsibility are described below.
THE BOARD AND COMMITTEES
The board is responsible for the overall strategy and financial performance of the Group. Each board meeting is preceded by a clear agenda and any relevant information is provided to directors in advance of the meeting. The Company has established properly constituted remuneration and audit committees of the board with formally delegated duties and responsibilities.
The board comprises chairman, Andrew Brode, chief executive officer, Richard Thompson, and three non-executive directors, David Shrimpton, Peter Mountford and Liz Lucas.
The board considers that all of the non-executive directors are independent in character and judgement and that there are no relationships or circumstances which are likely to affect their independent judgement.
The board formally meets every two months, with additional meetings arranged as required.
In addition, various members of the Group's senior management team are invited to certain board meetings to report on their particular areas of responsibility.
The remuneration committee's principal responsibility is to determine the framework or broad policy for the remuneration of the chairman, the executive directors and, if required by the board, the senior managers of the Group.
The remuneration of non-executive directors is a matter for the board, excluding non-executive directors. No director takes part in any discussion concerning his or her own remuneration.
The remuneration committee comprises David Shrimpton, Liz Lucas, Peter Mountford and Andrew Brode and is chaired by David Shrimpton. With the exception of Andrew Brode, the members of the committee are all non-executive directors. Andrew Brode is the Group's chairman and a substantial shareholder in the ordinary shares of the Company.
The Group's remuneration policy is disclosed each year in the Group's Annual Report and Accounts.
The audit committee is responsible for the independent monitoring of the effectiveness of the system of internal control, compliance, accounting policies and published financial statements on behalf of the board. It receives and reviews reports from the Company's management and auditors relating to the interim and annual financial statements and the accounting and internal control systems in use throughout the Group. Any significant findings or identified risks are examined so that appropriate action may be taken. In addition, the committee has oversight of the external audit process and reviews its effectiveness on an annual basis.
The audit committee comprises Peter Mountford (chairman), Liz Lucas, David Shrimpton and Andrew Brode. The members, with the exception of Andrew Brode, are non-executive directors and the board are satisfied that they have recent and relevant financial experience. The committee operates under written terms of reference and is scheduled to meet at least twice a year. The Company's external auditor and the Group finance director attend the meetings when invited by the committee.
RELATIONSHIPS WITH SHAREHOLDERS
The Company encourages the involvement and participation of both institutional and private investors through a programme of communication and meetings.
Following the preliminary and half year results, meetings are held with analysts, institutional shareholders and groups of private shareholders. These meetings allow the chairman and executive directors to update shareholders on the Group's strategy and performance.
Regular updates are provided to the board on meetings with shareholders and analysts, and brokers' opinions are made available to the board. As provided by the UK Corporate Governance Code, nonexecutive directors are available to meet shareholders if required and all non-executive directors attend the Company's AGM where the chairmen of the audit and remuneration committees are available to answer questions.
The board has overall responsibility for the Group's system of internal controls. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The directors believe that the Group has internal control systems in place appropriate to the size and nature of the business. The key elements are: bimonthly Group board meetings with reports from and discussions with senior executives on performance and key risk areas in the business; monthly financial reporting, for the Group and for each subsidiary, of actual performance compared to budget and previous year; annual budget setting; and, a defined organisational structure with appropriate delegation of authority.
TAKEOVERS AND MERGERS
RWS Holdings Plc is incorporated in the UK with its registered and principal office in the UK and is therefore subject to the UK City Code on Takeovers and Mergers.