Principles of corporate governance

The Board supports the principles of good governance. The Executive Chairman and a Non-Executive Director form both Remuneration and Audit Committees and have defined Terms of Reference agreed by the Board. Although as an AIM quoted company it is not required to comply with the disclosures of the Combined Code, the Company intends to be up to date on Corporate Governance issues and will adopt elements of the Combined Code that it believes are practical and appropriate for a company of its size.

Accountability and audit

The responsibilities of the Directors as regards the financial statements are described below. A statement of going concern is also given below:

The Audit Committee comprises the Non-Executive Director and the Executive Chairman. The Committee has specific terms of reference which deal with its authority and duties. It meets at least twice a year with the Finance Director and auditors attending by invitation. The Committee monitors and reports on the adequacy of the Group’s internal controls, accounting policies and financial reporting and provides a forum through which the Group’s external auditors report independently of the Executive Directors and Management to the Non-Executive Director.

The Board has decided that the size of the Group does not justify an internal audit function although the Company adheres to an internal memorandum on financial procedures that ensure the level of control is suitable for a company of Talent’s size and scope.

Internal control

The Board has overall responsibility for ensuring that the Group maintains systems of internal control to provide it with reasonable assurance regarding the reliability of financial information used within the business and that the assets of the business are safeguarded. The Directors consider that the present system of internal control is sufficient for the needs of the Group and adequately addresses the risks to which the Group is perceived to be exposed. It is acknowledged that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. Key areas of internal control are listed below:

• The preparation of monthly financial information which provides a comparison to budget and forecast and identifies and explains significant variances and also highlights emerging trends in the business.
• The preparation of an annual budget showing projected revenues, costs, funding requirements and operational targets. The Board is responsible for approving the budget. Budgets are reviewed regularly and updated when meaningful change occurs. The forecast requires Board approval.
• The preparation of regular cash flow forecasts to ensure the Group has adequate resources to continue in operational existence for the foreseeable future and daily analysis of cash to ensure that the most effective use is made of available funds.
• The preparation of sensitivity analyses to determine the effect on Company profitability and cash flow of variances to key assumptions.
• The implementation of detailed systems of control and approval covering the authorisation of financial, operational and capital commitments which may be entered into by the Group. Significant capital expenditure projects, acquisitions, business divestments, significant commercial contracts and funding arrangements require Board approval.
• The establishment of an organisational structure for its financial disciplines.
• The establishment of appropriate controls over the security of data held on computers and the implementation of disaster recovery arrangements.
• An asset register is maintained.
• In determining the suitability of any project for the commitment of development expenditure, the Executive takes into account the briefs provided by the broadcasters, the resources and skills of the team, the size of the project and potential return and the time involved.

Directors’ responsibilities for the financial statements relating to Talent Group Plc

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets of the Company, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a Directors’ Report which complies with the requirements of the Companies Act 1985.

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with the Companies Act 1985. The Directors have chosen to prepare financial statements for the Group and the Company in accordance with International Financial Reporting Standards (IFRSs) as adopted for use in the European Union.

International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s “Framework for the preparation and presentation of financial statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. A fair presentation also requires the Directors to:

• consistently select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance.

Remuneration Committee

The Remuneration Committee is made up of the Executive Chairman and the Non-Executive Director. The terms of reference of the Committee are to review and make recommendations to the Board regarding the terms and conditions of employment of the Executive Directors and employees, including changes to individuals’ remuneration. The remuneration of the Non-Executive Director is fixed by the Board as a whole.”

Which has been taken from the most recent accounts and edited to just cover the required disclosure, you may feel you wish to include all the corporate governance information.

The country of in corporation and country of operation simply need to be stated, this can be included in other text but most people just have one line stating the fact, usually with the registered number included.