Statement of compliance
The Company's shares are quoted on AIM, a market operated by the London Stock Exchange plc and as such there is no requirement to publish a detailed Corporate Governance Statement or comply with all the requirements of the UK Corporate Governance Code. However, the Directors are committed to maintaining high standards of Corporate Governance and this statement sets out how the Board has applied the principles of good Corporate Governance in its management of the business in the year ended 31 December 2011.
The Board
The Board recognises its collective responsibility for the longterm success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk. During a normal year, there is a minimum of eight scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board agenda is set by the Independent Non-Executive Director in consultation with the other Directors and the Company Secretary. The Board has a formal schedule of matters reserved to it for decision which is reviewed on an annual basis. Under the provisions of the Company’s Articles of Association, all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand for election at the next annual general meeting, ensuring that each Board member faces re-election at regular intervals. The Directors are entitled to take independent professional advice at the expense of the Company and all have access to the advice and services of the Company Secretary.
Board committees
The Board has established Audit, Nomination and Remuneration Committees. All are formally constituted with written terms of reference. The terms of reference are available on request from the Company Secretary.
Amalgamated Racing Limited
The Board composition of Amalgamated Racing Limited is balanced with equal representation from both Joint Venture parties.
Relations with shareholders
The Company communicates with its shareholders through the Annual and Interim Report and maintains an ongoing dialogue with its principal institutional investors. It holds briefings with institutional fund managers and analysts primarily following the announcement of Interim and Preliminary results. The Board welcomes all shareholders at the annual general meeting where they are able to put questions to the Board. This assists in ensuring that the members of the Board, in particular the Non- Executive Directors, develop a balanced understanding of the views of all investors of the Company. The Directors are available to meet with major shareholders if requested. The Independent Non-Executive Director is the primary point of contact for corporate governance and related matters and he ensures that the views of shareholders are communicated to the Board as a whole. The Group uses its website at www.timeweave.com to communicate with its shareholders and provides the full text of Annual and Interim Reports, regulatory announcements, general Company news and notices of meetings on the website.
Internal control
The Board has overall responsibility for ensuring that the Group maintains a sound system of internal control to provide it with reasonable assurance that all information used within the business and for external publication is adequate, including financial, operational and compliance control and risk management. The Board is responsible for ensuring that assets are safeguarded and therefore that the shareholders’ investment is protected. It should be recognised that any system of control can provide only reasonable and not absolute assurance against material misstatement or loss, as it is designed to manage rather than eliminate those risks that may affect the Group achieving its business objectives. The Directors have reviewed the internal control systems during the year to ensure that they remain effective and have strengthened and augmented controls where appropriate.
Internal audit
The Board has considered the need for an internal audit function but has decided that the size of the Group does not warrant a separate internal audit function. The Board and the Audit Committee will continue to review this decision going forward.
By Order of the Board
J M SADLER,
FCIS Secretary
1 March 2012