Corporate Governance
Although Fox Marble Holdings Plc, as an AIM quoted company, is not required to comply with the UK Corporate Governance Code as issued by the Financial Reporting Council, the Board of Directors are committed to developing and applying high standards of corporate governance appropriate to the Company’s size.
The Company has adopted and will operate a share dealing code governing the share dealings of the Directors and applicable employees with a view to ensuring compliance with Rule 21 of the AIM Rules.
The Board of Directors has decided to apply the QCA Corporate Governance Code ("QCA Code"). Details of how the Company complies with the QCA Code, can be found here.
The Chair's Statement on Corporate Governance can be found here.
Remuneration Committee
The Remuneration Committee consists of Andrew Allner, Sir Colin Terry and Roy Harrison (Committee Chairman). It is responsible for reviewing the performance of the senior executives, and for determining their levels of remuneration.
The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually, regarding the levels of remuneration and benefits including participation in the Company's share plan.
The Terms of Reference of the Remuneration Committee can be found here.
Directors on the Remuneration Committee
Audit Committee
The Audit Committee consists of two Directors; Roy Harrison and Sir Colin Terry (Committee Chairman). Andrew Allner attends the committee meetings by invitation.
The Audit Committee meets at least twice a year to consider the annual and interim financial statements and the audit programme. The terms of Reference of the Audit Committee are reviewed by the Board regularly and are available on the Company’s website, or on request from the Company.
The Audit Committee responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the accounts and internal control systems.
The report for of the Audit Committee for the current year can be found here.
The Terms of Reference of the Audit Committee can be found here.
Directors on the Audit Committee
Internal Control
It is the responsibility of the board of directors to maintain a sound system of internal control to safeguard shareholders' investment, the company's assets, employees and business of the Group. Internal control systems are designed to reflect the particular type of business, operations and safety risks, and to identify and manage these risks.
The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities, accountability and succession plans. The Board engages independent professional advice where necessary. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the group.
Anti Bribery Policy
The Fox Marble Group and its senior management have a zero tolerance of bribery and corruption. This policy extends to all the company’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.
The Group prohibits the offering, the giving, the solicitation or the acceptance of any bribe, whether cash or other inducement to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company by any individual employee, agent or other person or body acting on the Group's behalf in order to gain any commercial, contractual or regulatory advantage for the Group in a way which is unethical or in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.
Bribery and fraud may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with the Group. The Group will not, therefore, enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect that a business relationship or activity is, in any way, connected with or facilitates bribery or fraud. We will actively cooperate with law enforcement authorities for the investigation and punishment of any act of bribery connected to any group company. Employees of group companies must also comply with local policies and procedures that apply to them as set out in any other individual group company compliance manual or procedures.