Strategic Review
34 Finsbury Food Group Annual Report & Accounts 2018
Report on Corporate Governance
Corporate Governance
Financial Statements
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board The Board is committed to high standards of corporate governance and has chosen to adopt the QCA Corporate Governance Code and to join the QCA. We review our corporate governance arrangements regularly and expect to evolve these over time.
The Board has revised its schedule of matters reserved for its decision during the year. These matters include:
• Strategy • Acquisition policy • Corporate governance • Risk management • Health and safety • Approval of major capital expenditure • Approval of annual budgets • Approval of Annual Reports • Dividend recommendations and policy
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Board delegates authority to three committees to assist in meeting its business objectives while ensuring a sound system of internal control and risk management. The committees meet independently of Board meetings.
Group Executive Committee The GEC is the CEO’s direct team of executives supporting him in the delivery of the strategy and running of the Company.
Audit Committee
The Audit Committee has three members, Bob Beveridge (Chairman), Zoe Morgan and Ray Duignan. The Group Finance Director and external auditors attend meetings by invitation. The Audit Committee’s responsibilities include the review of the scope, results and effectiveness of the external audit, the review of half-year and annual accounts, and the review of the Company’s risk management and internal control systems. The committee met three times during the year. A separate report of the Audit Committee activities is outlined on pages 40 and 41.
Remuneration Committee
The report of the Remuneration Committee is set out on pages 42 to 47. The Remuneration Committee has three members, Zoe Morgan (Chairman), Marnie Millard and Ray Duignan. The Committee is responsible for setting the remuneration arrangements, including short-term bonus and long-term incentives, for Executive Directors as well as approving, the remuneration principles for senior staff. The committee met twice during the year.
Nominations Committee
The Nominations Committee has two members, Peter Baker (Chairman) and Ray Duignan. The Nominations Committee considers succession planning, reviews the structure, size, skills, diversity and composition of the Board and nominates candidates to fill Board vacancies. The Committee met once during the year.
Going Concern
The Group has prepared a budget for the year ended 29 June 2019 and financial projections for the following two years. During the year the Group has entered into a new five-year debt facility with scope for the facility to be increased by up to a further £45.0 million, providing increased capacity for the Group to explore future growth opportunities and support its long-term investment strategy. It should be noted that current liabilities exceed current assets. The Group has a relatively conservative level of debt to earnings. Having due consideration of the projections, the level of debt, and available facilities it is the opinion of the Board that the Group has adequate resources to continue in operation for the foreseeable future and therefore that it is appropriate to prepare the Financial Statements on the going concern basis.
Peter Baker Chairman
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