The Group is firmly committed to business integrity, high ethical values, and professionalism in its activities and operations. As an essential part of this commitment, the Board endorses the highest standards of corporate governance and is accountable to the Group's shareholders.
The role of the Board is to provide entrepreneurial leadership of the Group within a framework of prudent and effective controls, which enables risk to be assessed and managed. The Board sets the Group's strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives, and reviews management performance. The Board sets the Group's values and standards and ensures that its obligations to its shareholders and others are understood and met.
More information on PuriCore's Corporate Governances in available in the most recent
Annual Report.
The Group is currently led and controlled by a Board comprising six Directors: the Chairman, the Senior Independent Director, one Executive Director (biographies). Given that Mr Bosch is the only Executive Director, the Group is not in compliance with the Combined Code (A.3), which requires a strong presence on the Board of both Executive and Non-Executive Directors. The Board has reviewed this matter and determined that the balance of skills and experience is appropriate for the requirements of the Group's business. Although not Directors, Andrea Holtzman Drucker, Senior Vice President, General Counsel, and Company Secretary, and Darren Weiss, Vice President, Finance, attend all Board meetings in their entirety and provide ongoing updates and advice to the Board.
Mr Birkett and two of the Non-Executive Directors, Mr Anderson and Dr Walsh, are considered by the Board to be independent of management and free of any business or other relationship that could materially interfere with the exercise of their independent judgement. The Senior Independent Director and the two Non-Executive Directors hold share options in the Group; however, the Board does not consider this to bias their independence.
The Executive Director is responsible for the operation of the business, whilst the Non-Executive Directors bring third-party, objective judgement to bear on Board decisions by constructively challenging management and ensuring that the strategies proposed by the Executive Director are fully considered. To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information, and there is a procedure for all Directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Group. All Board members have access to advice of the Company Secretary.
PuriCore's products do not have the potential for industrial pollution. PuriCore's main products are based on electrochemical technologies that produce hypochlorous acid solutions, which are considered safe for humans and the environment. We work to ensure all our offices minimise any potential environmental impact, and we are committed to working with our suppliers to help understand and reduce their environmental impact. Following the departure of Mr Goldan, the Board has appointed Ms Drucker, Senior Vice President, General Counsel, and Company Secretary, to ensure compliance with the Company's environmental policy. Further information on PuriCore's environmental policies are provided on Corporate Social Responsibility or at www.puricore.com.
PuriCore maintains a strong and ongoing commitment to Quality, one of its five Core Values. PuriCore endeavours to provide safe and effective products and services that meet or exceed its customers' expectations. Specifically, PuriCore is committed to continuous improvement and innovation, meeting or exceeding quality and regulatory requirements, and maintaining individual and collective accountability for realizing the goals of the Quality Policy. PuriCore's Quality System is maintained through periodic evaluations and updates to meet the changing needs of our customers, employees, products, industry standards, and other stakeholders. Quality objectives are derived from PuriCore's annual planning process and documented in a Quality Plan. Quarterly Quality Management Reviews evaluate the suitability, adequacy, and effectiveness of the Quality System; identify opportunities for improvement of the Quality System, processes, and products; assure compliance with corporate policies and government regulations; and identify resource needs. The results of these reviews are documented. Mr Bosch is the Director responsible for PuriCore ensuring compliance with its Quality Policy.
Board Responsibilities
The Board is responsible for overall Group strategy, approval of major capital expenditure projects, and consideration of significant financing matters. The roles of the Chairman, Senior Independent Director, and Chief Executive Officer are separate. The Chairman, Mr Wightman, is responsible for ensuring the efficient and effective working of the Board and leads the Board in the determination of its strategy and the achievement of its objectives. Mr Wightman is currently the Chairman or Director of a number of other UK companies, including ASI Solutions plc, Clickstream Technologies plc, and the Equinox Capital Ltd. He is also a partner in Mount Row Capital LLP. The Senior Independent Director, Mr Birkett, is responsible for assisting the Chairman with meeting process, evaluations and agenda as needed, presiding at meetings of the Non-Executive Directors at least once per year, and meeting with shareholders and understanding their issues and concerns. The Chief Executive Officer, Mr Bosch, is responsible for implementing strategy of the Group and ensuring the effectiveness of executive functions.
The Board does not allow any full-time Executive Director to take on any non-executive directorship or chairmanship in a FTSE 100 Company.
Committees
Nomination Committee
The Nomination Committee comprises Mr Wightman (chairman), Mr Bosch, Mr Birkett, and Dr Walsh. As at 29 January 2009, Dr Walsh joined and Mr Sapountzoglou resigned from this Committee. Mr Birkett is the only independent member of the Nomination Committee. The Committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases, recruitment consultants are used to assist the process.
Terms of Reference
Remuneration Committee
The Remuneration Committee comprises Dr Walsh (chairman) and Mr Sapountzoglou. Dr Walsh is an Independent Non-Executive Director. The Remuneration Committee also utilises outside resources and experts as appropriate. The Committee is responsible for making recommendations to the Board on the Group's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration, and other benefits for each of the Executive Directors, including performance related cash and equity bonus schemes, pension rights, and compensation. The Board itself determines the remuneration of the Non-Executive Directors.
Terms of Reference
Audit Committee
The Audit Committee comprises Mr Birkett (chairman) and Mr Anderson. The Audit Committee received reports from the Group's external auditors (KPMG Audit Plc) and reviewed the half-yearly and annual accounts presented to the Board, focusing in particular on accounting policies and areas of management, judgement, and estimation. The Audit Committee is responsible for monitoring the controls that are in force to ensure the integrity of the information reported to the shareholders.
The Audit Committee acts as a forum for discussion of internal control issues, including review of the enterprise risk management programme and contributes to the Board's review of the effectiveness of the Group's internal control and risk management systems and processes. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work and discusses the nature and scope of the audit with the external auditors. The Committee advises the Board on the need for an internal audit function. The Committee has concluded that an internal audit function is not appropriate at this time, given the current scale and structure of its operations. The Committee is responsible for overseeing the performance, as well as the independence and objectivity of the auditor, which it does by requiring reports from the auditor, by pre-approving fees for non-audit work, and by ensuring that fees for non-audit work remain lower than those for audit work.
Terms of Reference
Internal Control
In accordance with the Turnbull guidance, the Directors confirm that there is an ongoing process for identifying, evaluating, and managing the significant risks facing the Group and its subsidiaries. This process was in place during the period from 1 January 2008 to 31 December 2008 and up to the date of approval of the annual report and accounts. The Directors are responsible for the Group's system of internal control and reviewing its effectiveness.
The Directors confirm that the Board has acknowledged that it is responsible for the Group's system of internal control and has reviewed the effectiveness of the Group's system of financial and non-financial controls during 2008, including operational and compliance controls, risk management, and the Group's high-level internal control arrangements. The key elements of the internal control system in operation are:
Relations with Shareholders
The Group values its dialogue with both institutional and private investors. Effective two-way communication with fund managers, institutional investors, and analysts is actively pursued, and this encompasses issues such as performance, policy, and strategy.
The annual report contains a full business review and a description of existing core business and new markets. An interim business review is released to the public market and published on the Group's website. With these documents and the Group's press releases, the Board seeks to present a balanced and understandable assessment of the Group's position and prospects. The Group's website at www.puricore.com also provides extensive information about the Group.
PuriCore maintains regular contact with institutional shareholders through an extensive programme of one-to-one visits and briefings. Additionally, Mr Bosch, Chief Executive Officer, and Mr Goldan, Chief Financial Officer (and Mr Weiss, Vice President, Finance, following Mr Goldan's resignation) gave presentations on the results to institutional investors, analysts, and the media in the UK and US throughout the year. Webcasts of major investor conference presentations are also linked on the Company's website.
Private investors are encouraged to participate in the Annual General Meeting. The Chairman and Chief Executive Officer will be available to review the results and comment on current business activity. The Chairmen of the Audit, Remuneration, and Nomination Committees will be available at the Annual General Meeting to answer any shareholder questions.
