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Corporate Governance

Principles of Corporate Governance

The policy of the Board is to manage the affairs of the Company in accordance with the principles underlying the Combined Code on Corporate Governance.

The Board of Directors is accountable to shareholders for the good corporate governance of the Group. The principles of corporate governance and a code of best practice are set out in the Combined Code. The Revised Combined Code applies to reporting years beginning on or after 1 November 2003. Under the rules of the AIM, the Group is not required to comply in full with the Code nor to state where it derogates from it. The Board considers that the size and nature of the Group does not warrant compliance with all the Code's requirements. This statement sets out how the principles of the Code are applied to Hot Tuna (International) PLC.

Board Structure

The Chairman of the Company is Ranjit Murugason. In total the Board comprises a Chairman, one further Executive Directors and one Non Executive Director.

Kiran Morzaria is an independent Non Executive Director. It is considered that this gives the necessary mix of industry specific and broad business experience necessary for the effective governance of the Group.

There are no matters specifically reserved to the Board for its decision, although Board meetings are held on a regular basis and effectively no decision of any consequence is made other than by the Directors. All Directors participate in the key areas of decision-making, including the appointment of new Directors.

The Board is responsible to shareholders for the proper management of the Group. The Non Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.

To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information.

All Directors submit themselves for re-election at the Annual General Meeting at regular intervals. There are no specific terms of appointment for Non Executive Directors.

The following committees, which have written terms of reference, deal with specific aspects of the Group's affairs:

Audit Committee

The Audit Committee comprises of Kiran Morzaria (Chairman of the Committee), Niels Juul and Ranjit Murugason. Meetings are also generally attended by the Group Financial Controller, Angeline Hicks and the external auditors.
The remit of the Committee is to review:

  • the appointment and performance of the external auditors;
  • remuneration for both audit and non-audit work and nature and scope of the audit with the external auditors;
  • the interim or final financial report and accounts;
  • the external auditors' management letter and management's responses;
  • the systems of risk management and internal controls;
  • operating, financial and accounting policies and practices; and
  • related recommendations to the Board.

The Audit Committee meets at least twice a year.

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Remuneration Committee

The Remuneration Committee comprises of Niels Juul (Chairman of the Committee), Kiran Morzaria and Ranjit Murugason and is responsible for making recommendations to the Board on the Company's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors. The Board itself determines the remuneration of the Non Executive Directors. The Committee comprises the Non Executive Directors.

Nomination Committee

There is no separate Nomination Committee at the moment due to the size of the Board. All Directors are subject to re-election every year.

Internal financial control

The Board acknowledges its responsibility for establishing and monitoring the Company's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company's systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The Group maintains a comprehensive process of financial reporting. The annual budget is reviewed and approved before being formally adopted. Other key procedures that have been established and which are designed to provide effective control are as follows:

  • Management structure – The Board meets regularly to discuss all issues affecting the Company.
  • Investment appraisal – The Company has a clearly defined framework for investment appraisal and approval is required by the Board where appropriate.

The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant control deficiencies have come to light during the period and no weakness in internal financial control have resulted in any material losses, contingencies or uncertainties which would require disclosure as recommended by the guidance for Directors on reporting on internal financial control.
The Board considers that in light of the control environment described above, there is no current requirement for a separate internal audit function.

Relations with shareholders

The Chairman is the Company's principal spokesperson with investors, fund managers, the press and other interested parties. At the Annual General Meeting, private investors are given the opportunity to question the Board.

This year's Annual General Meeting was held on 19 November 2007.

Going Concern

The Directors confirm that they are satisfied that the Company and Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

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Page last up-dated: 10 December 2007