Peachtree 2012 Annual Report Download - page 54

Our governance framework
The various elements which comprise our governance framework are listed
below, along with an overview of their responsibilities.
Group
functions Group policies
Risk management
and Internal audit
External audit
Remuneration
Committee Audit Committee Company Secretary
Executive Committee
Nomination
Committee
Board of directors
1 Chairman
2 Executive directors
4 Independent non-executive directors
Shareholders Other
stakeholders
Corporate governance report
The Board
The Board is responsible for the overall management of the Company, its
strategy and long-term objectives. It provides leadership to the Company,
having regard to the interest of shareholders.
Nomination Committee
This Committee reviews the composition of the Board to ensure it remains
appropriate for the needs of the business and plans for its progressive
refreshing. It leads the process for the identication and selection of new
directors and makes recommendations to the Board in respect of such
appointments. The Committee also makes recommendations to the Board on
the membership of its committees.
Remuneration Committee
This Committee determines the policy for the remuneration of the Chairman,
executive directors, Company Secretary and senior executives of the Group.
Further details on the Group’s remuneration policy are provided in the
Remuneration report on pages 64 to 73.
Audit Committee
The Audit Committee oversees the Company’s nancial reporting, risk
management and internal control procedures, and the work of its internal and
external auditors. Further details on the activities of the Audit Committee are
provided on pages 55 to 56.
Company Secretary
The role of the Company Secretary is to ensure good information ows to the
Board and its committees and between senior management and non-executive
directors. He facilitates the induction of new directors and assists with
professional development as required. He also ensures Board procedures
are complied with and that applicable rules and regulations are followed.
The Company Secretary is available to all directors to provide advice and
assistance, and is responsible for providing governance advice to the Board.
Risk management and Internal audit
The risk management and internal audit function facilitates the identication
of risks and carries out reviews and testing of the controls that are in place to
mitigate those risks. Further details of the work of internal audit are provided
on page 55.
External audit
The external audit function provides independent audit and review. Further
details of the work of external audit are provided on page 56.
Executive Committee
This Committee is chaired by the Chief Executive and is responsible for
overseeing operations in the Group’s regions and the Group’s functional areas.
It comprises the senior executives within the Group. Further details of the work
of the Executive Committee are provided on pages 18 and 19.
Group functions
Certain specic administrative functions are controlled centrally at Group level
and report to the Board via various members of the Executive Committee.
For example, Finance, Investor Relations, Tax and Treasury report through
the Chief Financial Ofcer. Procedures are clearly dened to ensure that the
activities of these functions reduce the risk prole of the organisation.
Group policies
The Board is responsible for ensuring that adequate policies and procedures
are in place. These are reviewed and amended as required to ensure that they
remain in line with legislation and regulations and are sufciently robust to ensure
appropriate internal controls are maintained, whilst also providing a suitable
framework within which the businesses and Group functions can operate.
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