Escher Group Holdings plc and its subsidiaries are committed to high standards of corporate governance. The Directors recognize the importance of sound corporate governance and confirm that they aim to comply with the best practices appropriate for a group of its nature and size.
The Board has established four Committees namely the Audit, Nomination, Remuneration and Disclosure Committees with clearly defined terms of reference which are set by the Board and detailed below are the role, work and members of these Committees and their duties and responsibilities.
The Chairman of the Audit Committee is Paul Taylor. The other member of the Committee is Stephen McLeod. The members have relevant financial, regulatory and risk management experience. The Committee is expected to meet at least three times a year. The main responsibilities of the Audit Committee are detailed below:
- Ensure the proper reporting and monitoring of the financial performance of the Company.This includes reviews of the annual and interim accounts and results announcements to ensure compliance with the regulatory rules and procedures, approving and reviewing the effectiveness of the external audit processes and plans with the external auditors.
- Review and assess the independence and effectiveness of the external auditors and the terms of their engagements, including the other non-audit services provided by accounting standards and policies before recommending the same to the Board for its approval.
- Monitor and review the effectiveness of the Group’s internal control, compliance and risk management system, taking into account the practicality of measures introduced to the extent appropriate for a company of its nature and size.
- Report to the Board on how it has discharged its responsibilities.
The Audit Committee meets with the external auditors without the Executive Directors being present at least once a year. In the year under review, three meetings have been scheduled to coincide with the period for the announcement of the Company’s annual and interim results and the audit planning cycle of the Company.
Stephen McLeod is the Chairman of the Remuneration Committee and its other member is Paul Taylor. The Remuneration Committee has responsibility for determining the Group’s policy on the remuneration of Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the share option plan. The remuneration of Non-Executive Directors is a matter for the Board. No Director may be involved in any discussions as to his or her own remuneration.
The remuneration of Non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to his or her own remuneration.
The Nomination Committee is chaired by Nick Winks, with Stephen McLeod as the other member of the Committee. The Committee is responsible for the selection and appointment of Directors and the regular review of the structure, size and position of the Board in relation to the requisite skills, knowledge and experience of the members, and gives full consideration to succession planning.
The Disclosure Committee is chaired by Nick Winks, with Fionnuala Higgins and Clem Garvey as the other members of the Committee. The Committee was established in 2016 to be responsible for the Group’s observance of the Market Abuse Regulations (MAR) which were introduced in 2016. The main responsibilities of the Disclosure Committee include considering events to determine whether or not they require disclosure, ensuring the proper maintenance of insider lists for any undisclosed material items and timely publication of any trade dealings by senior management and their closely associated persons.
Risks & Risk Management
Internal Control and Risk Management
The Board is responsible for the Group’s systems of internal controls and for reviewing the effectiveness of the systems. The systems can only provide reasonable but not absolute assurance against material misstatements or losses as the systems are put in place to manage and minimise the risks but not to eliminate them. With the active involvement of the Executive Directors of the Company in the daily operations and management of the Group and with regular meetings with staff, business risks are identified and appropriate control systems implemented to manage the risks. The Group’s internal financial control procedures and monitoring systems are in place which include:
- financial policies and approval procedures with proper authorization levels and segregation of duties for financial management;
- maintenance of proper records for the production of accurate and timely financial management information;
- a detailed monthly financial reporting system that reports on operating results, key variances, cash, assets and liabilities with comparisons against forecasts which are updated on a regular basis;
- reporting on any non-compliance with internal financial controls and procedures; and
- a review of the external auditors’ reports issued to the Audit Committee.
The Audit Committee, on behalf of the Board, reviews reports from the external auditors together with management’s response regarding proposed actions. Through such reviews, it has reviewed the effectiveness of the internal control systems for the period covered by the accounts. There is currently no internal audit function as this is not considered necessary at this stage of the Group’s development but this will be reviewed on an annual basis as the Group evolves. The Group has a robust information security management system and quality assurance processes in place for the safeguarding of both their client and Company data against potential threats as evidenced by Escher Group (IRL) Limited's certification and registeration for ISO27001:2013 – Information Security Management Systems.