Tullett Prebon plc Annual Report 2010
The Board has delegated responsibility to the Nominations Committee for: – reviewing the balance and skill, knowledge and experience of the Board; – agreeing and implementing procedures for the selection of new Board appointments; and – making recommendations to the Board on all proposed new appointments. In considering the appointment of new non-executive directors, the Committee takes account of the time commitment likely to be required of the appointee. The likely time commitment is referred to in all new letters of appointment. The terms of reference of the Nominations Committee will be available for inspection during normal business hours on any week day (other than public holidays) at the Company’s ofﬁces from the date the notice of AGM is posted until the conclusion of the AGM and are also available on the Company’s website.
Relations with shareholders
The Board recognises the importance of communication with shareholders. The Company’s website, www.tullettprebon.com, provides information for shareholders on the Group’s activities, results, products and recent developments. There is regular dialogue with institutional investors, fund managers and analysts, including presentations around the time of the results announcements and also on request. The Chairman maintains ongoing relations with shareholders when necessary or appropriate and is available to those shareholders who have a policy of regular contact or who wish to discuss speciﬁc matters. The Senior Independent Non-executive Director and the other non-executive directors are available to meet with shareholders, should such meetings be requested.
Annual General Meeting
The Board uses the AGM to communicate with investors and welcomes their participation. Notice of the AGM, and related papers, are sent to shareholders at least 20 working days before the meeting. The Chairman aims to ensure that all of the directors, including Chairmen of the Committees of the Board, are available at AGMs to answer questions and meet shareholders. The proxy votes cast on each resolution proposed at general meetings are disclosed at those meetings. To encourage shareholder participation, those shareholders whose shares are held via the CREST system are offered the facility to submit their proxy votes via CREST.
GOVERNANCE SHAREHOLDER INFORMATION FINANCIAL STATEMENTS
Risk management and internal control
The Board is responsible for setting the Group’s risk appetite and ensuring that it has an appropriate and effective risk management framework and for monitoring the ongoing process for identifying, evaluating, managing and reporting the signiﬁcant risks faced by the Group. The Group’s risk management governance structure and the Group’s risk proﬁle are described in the Risk Management section of the Business Review. The Board is also responsible for the Group’s system of internal control and for reviewing its effectiveness. In discharging its responsibilities in this respect, the Board has appointed the Audit Committee to carry out the annual review of the effectiveness of the internal control and risk management systems and to report to the Board thereon. This process has been in place for the year under review and up to the date of approval of the Annual Report, is reviewed regularly by the Board and accords with the Turnbull guidance appended to the Combined Code. The Audit Committee conducted a formal review of the effectiveness of the Group’s internal control systems for 2010, considering reports from management, external audit and the work of the risk control and internal audit functions. The Group has a comprehensive system for ﬁnancial reporting which is subject to review by both internal and external audit. Budgets, regular re-forecasts and monthly management accounts including balance sheets and cash ﬂows are prepared at all levels of the business and consolidated reports are reviewed by the Board. These reports include comparisons of performance and position against prior year, budgets and forecasts. The Group has investments in a number of joint ventures and associated companies. Where the Group is not directly involved in the management of the investment, it can inﬂuence, through Board representation, but not control, the internal control systems present in those entities. The Board’s review of the effectiveness of the system of internal controls in those entities is consequently less comprehensive than in its directly owned subsidiaries.
Accountability and Audit
The directors’ statement regarding their responsibility for preparing the Annual Report is set out on page 39 and the independent auditor’s report regarding their reporting responsibility is on page 41.
The Group’s business activities and performance, and the ﬁnancial position of the Group, its cash ﬂows, liquidity position, borrowing facilities and hedging strategy, together with the factors likely to affect its future development, performance and position, are discussed in the Business Review on pages 05 to 23. Analysis of the Group’s key risks and approach to risk management is also set out in the Business Review on pages 15 to 19. Details of the Group’s interest bearing loans and borrowings, obligations under ﬁnance leases, derivative ﬁnancial instruments, long term provisions, other long term payables and ﬁnancial instruments are set out in Notes 21 to 25. The Group has considerable ﬁnancial resources both in the regions and at the corporate centre to comfortably meet the Group’s ongoing obligations. After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the annual report and accounts continue to be prepared on the going concern basis.
CHAIRMAN’S STATEMENT & BUSINESS REVIEW