PuriCore 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 Governance is available in the most recent
Annual Report.
Combined Code
The Group is currently led and controlled by a Board comprising nine Directors (the Chairman, the Senior Independent Director, two Executive Directors, and five Non-Executive Directors). Biographies of the Board of Directors are available. Of the six Non-Executive Directors, four Directors 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 four Non-Executive Directors hold share options in the Group; however, the Board does not consider this to bias their independence.
All Directors are subject to re-election at least once every three years.
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 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. 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 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 more than one 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 Mr Sapountzoglou. 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 Mr Sapountzoglou (chairman), Mr Allen, and Dr Walsh. 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), Mr Anderson, and Mr Suggett. 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 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, a requirement to pre-approve 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 2007 to 31 December 2007 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 2007, including operational and compliance controls, risk management, and the Group's high-level internal control arrangements.
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 and candidate products. An interim business review is provided with the half-year report sent to all shareholders. With these documents and the Group's press releases, the Board seeks to present a balance and understandable assessment of the Group's position and prospects. The Group's website at www.puricore.com also provided extensive information about the Group.
PuriCore maintains regular contact with institutional shareholders through an extensive programme of one-to-one visits and briefings. Additionally, Executive Directors give presentations on the results to institutional investors, analysts, and the media in the UK and US. Copies of major presentations are also linked on the Company's website.
Private investors are encouraged to participate in the Annual General Meeting at which the Chairman and Chief Executive Officer will present a review of the results and comments 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.
