Corporate Governance

This is an extract from the 2015 Annual Report published in March 2016.

The following section sets out the key governance policies and practices adopted by the Group. In common with other companies traded on AIM, NetPlay TV plc is not required to follow the guidelines set out in the UK Corporate Governance Code (“the Code”) and does not claim to do so. The Directors have given consideration to the Code and have chosen to provide certain information on how the Group has adopted various principles of it.

Board

At the date of this report, the Group Board was made up of two Executive and four Non-Executive Directors. Under the Company’s Articles of Association a Director shall retire from office at the first Annual General Meeting after his or her appointment and one-third, but not exceeding one-third, of the Directors are required to retire by rotation each year.

The Board meets regularly throughout the year and all Directors have full and timely access to the information necessary to enable them to discharge their duties. There is a scheduled Board meeting at least every month and additional Board meetings are held as required.

During the year, the Board met 22 times and the following attendance occurred:

C A N Butler 22
G P Stevens 20
A C Lapping 22
T S Mickley 19
A Kumar 22
B J L Larsen 22

The board is assisted in the discharge of its duties by the following board committees:

Audit Committee

The Audit Committee, which comprises two Non-Executive Directors: G P Stevens who chairs the Audit Committee; and A C Lapping. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, and for overseeing the operation of internal financial controls appropriate to the size and operations of the Group. The Audit Committee meets twice a year to review the results, the findings of the auditors, the independence and objectivity of the auditors, and the internal controls. It also reviews the application and appropriateness of the Group’s accounting policies, including any changes to financial reporting requirements brought about by both external and internal requirements and it gives consideration to all major financial announcements made by the Group including its interim and preliminary announcements and annual report and accounts.

The external auditors and other Executive Directors may be invited to attend the meetings. During the year the Audit Committee met twice. G P Stevens and A C Lapping attended both meetings.

Remuneration Committee

A seperate remuneration committee report is provided in the 2015 Annual Report.

Relations with Shareholders

The Group is committed to ongoing communication with its shareholders. At the Annual General Meeting, individual shareholders are afforded the opportunity to question the board.

Internal Control

The board has overall responsibility for the system of internal control established by the Group and places considerable importance on maintaining a strong control environment. However, such a system is designed to identify, manage and mitigate 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.

Key elements of the Group's system of internal control are as follows:

  • Financial management
    Annual budgets are prepared for each business division and for the Group. These budgets are reviewed and agreed by the board and actual performance is measured against these budgets on a regular basis. Monthly management accounts are prepared, reviewed, analysed and presented to the board. The Group has in place documented authority levels for approving purchase orders, invoices and all bank transactions.
  • Company management
    The Executive Directors meet regularly to monitor and evolve the Group's strategic direction, including product offerings and routes to market. In addition, the chief executive conducts regular management meetings to ensure that the strategy is cascaded throughout the Group's operations and is being acted upon accordingly.
  • Risk analysis
    The Group maintains a comprehensive risk register. The board approves annual updates and appropriate risk mitigating action plans.