directors, advisors, corporate principles
Talent Group plc
Waverley House, 7-12 Noel Street, London W1F 8GQCompany registration number - 2350901Company Secretary ~ Stephen Callen
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.
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.