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NextGen
Group plc was listed on AIM on 30 December 2005. Although
the rules of AIM do not require the company to comply with
the Combined Code on Corporate Governance ("the code"),
the Company fully supports the principles set out in the Code
and will attempt to comply wherever possible, given the resources
available to the Company. Details are provided below of how
the Company applies the code.
The
Board
The Board comprises three Executive Directors and three Non-executive
Directors. The Group recognises the benefit of Non-executive
Directors who bring objective judgement on issues of strategy,
resources, performance and standards of conduct. The Board
meets regularly and has adopted a schedule of matters specifically
reserved for its approval or review, including strategic operating
plans, annual operating budgets, major capital expenditure
and financial performance.
Remuneration
Commitee
The
Remuneration Committee comprises the Non-executive Directors
and is under the chairmanship of Mr K O'Donovan. It meets
and approves the remuneration and terms and conditions of
employment for the Executive Directors. Share option scheme
plans are reviewed and approved by the committee.
Audit
committee
The audit committee comprises the Non-executive Directors
and is under the chairmanship of Mr A Rhatigan. It meets at
least twice a year to review the draft interim and full acounts.
It discusses the scope and planning of the audit with the
auditors before the audit and agrees their remuneration.
Specific responsibilities also include the reviewing of effectiveness
of internal controls; reviewing the scope and results of the
external audit; and the reviewing of key management judgements
and risk assessments.
Shareholder
Relations
The Company meets with its institutional shareholders and
analysts as appropriate and will use the AGM to encourage
communication with private shareholders. In addition, the
Company intends to use the annual report and accounts, interim
statement and website (www.nextgensciences.com) to provide
further information to shareholders. The company uses the
services of MC Communications to assist in the communication
with shareholders.
The Company publishes information for shareholders on its
website, www.nextgensciences.com.
Internal Control
The Directors are responsible for the system of internal control
and reviewing its effectiveness. However, such systems are
designed to manage rather than eliminate the risk of failure
to achieve business objectives and can provide only reasonable
and not absolute assurance against material misstatement or
loss.
The
key elements of the Groups system of internal control are
as follows:
- The
board has adopted a risk-based approach to establishing
the system of internal control. The risk management approach
is used to focus available resources on the Groups most
significant areas of risk and to determine key control
objectives. In particular the processes for identifying
and evaluating the significant risks affecting the business
and the policies and procedures by which these risks are
managed and have been reviewed.
- The
Executive Directors are closely involved in the management
of the business at a detailed level. This is supported
by reviews of daily, weekly and monthly detailed analyses
of the performance of the business and key performance
indicators associated with the trading risks facing the
group.
- Detailed
annual budgets are prepared, reviewed in detail and agreed
by the Board and actual performance is reported against
these budgets on a regular basis. Major commercial, technological
and financial risks are assesssed as part of this process.
- The
Group has established controls and procedures over the
security of the data held on its computer systems and
is preparing detailed disaster recovery plans.
- The
Group has in place an organisational structure with clearly
defined lines of responsibility, delegation of authority
and reporting requirements.
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