Corporate Governance

The Board currently comprises a non-executive chairman, three further independent non-executive directors, chief executive officer and a group finance director. A senior independent director has not been appointed, as given the size and nature of the Company, the directors do not believe that such an appointment is necessary. The chairman has primary responsibility for running the Board and its effectiveness and the chief executive officer is responsible for developing strategic plans and initiatives for consideration by the Board and for their operational delivery. The non-executive directors bring a variety of different experience to the Board, are considered to be independent of management and ensure that rigour is applied to board decisions.

The composition of the Board is reviewed regularly. Appropriate training, briefings and inductions are available to all directors on appointment and subsequently as necessary, taking into account existing qualifications and experience. All directors have access to the advice and services of the Group’s company secretarial partner, Addleshaw Goddard LLP and any director may take independent professional advice, if necessary, at the Company’s expense. The Board meets formally at least eight times a year but additional meetings are held to review and approve special matters if necessary.

Each director is provided with sufficient timely information to enable full consideration of matters in advance of meetings and proper discharge of duties. There is a formal schedule of matters reserved for the Board which includes published financial statements, strategy, acquisitions and disposals, significant capital projects, annual budgets and loan facilities. Under the Company’s Articles of Association one third of all directors is required to retire from office at each Annual General Meeting (AGM) and may stand for re-appointment by shareholders each year. Additionally, each director is required to retire in the third calendar year following his last appointment and may stand for re-election. Any director appointed to the Board during the year is subject to election by shareholders at the following AGM. 

With effect from 1 October 2008, the Companies Act 2006 introduced a statutory duty on directors to avoid conflicts of interest. Shareholders approved new Articles of Association at the 2008 AGM giving directors authority to approve situations involving any such conflicts and to allow conflicts of interest to be dealt with by the Board. All directors are required to notify the Company on an ongoing basis of their other commitments and these are held by the Company Secretary and reviewed annually by the company’s auditors. The Company has established procedures for ensuring that the Board’s powers for authorising director’s conflicts of interest are operated effectively. 

Augean is committed to high standards of corporate governance in all its activities. The Company does not comply with the UK Corporate Governance Code. However, the Board recognises the value of the Code and has regard to its requirements as far as is practicable and appropriate for a public company of its size and nature. The Board regularly reviews guidance from regulatory bodies, supported by its Nominated Advisor, and responds as appropriate.

The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness, while the role of management, through the Management Board, is to implement Board policies on risk management and control. The day to day activities of the Group are managed by the chief executive officer through the Management Board, whose membership includes the chief executive, group finance director and every director of the Group’s subsidiary companies. The Management Board meets formally once each month and maintains regular dialogue between these meetings. 

The Management Board regularly reviews the control environment of the Group and is responsible for managing and mitigating commercial, operational, safety, compliance and financial risks. This system is designed to provide reasonable but not absolute assurance against material misstatement or loss. 

The Group operates a series of controls to meet its needs. Key features of the control system include the following: 

  • maintenance of an operational risk register, covering the key health and safety, regulatory and operating risks faced by the Group; 
  • maintenance of a register of the major financial risks faced by the Group; 
  • monthly reviews of business risks affecting the Group, identifying procedures and action required to manage and mitigate those risks; 
  • reports provided to the Board at every meeting setting out the key risks and their management; 
  • a clearly defined organisational structure with terms of reference for Board committees and responsibilities and authorisation limits for executive and senior management; 
  • regular visits by the executive directors and senior management to operating locations to meet with local management and staff and to review business performance; 
  • regular visits by the Group’s technical team to all sites to identify risks and propose improvements to be implemented by senior management. This includes powers to stop activities if they are deemed to represent a danger, or are inappropriate in the context of proper compliance;
  • a range of compliance management systems at the Group’s sites subject to external review, including certification to ISO 9001:2008; 14001:2004; 18001:2007 and the Publicly Available Specification of common management system requirements PAS 99:2006; 
  • an annual strategic planning and budgeting process; 
  • reviews by senior management and the Board of monthly financial and operating information, including comparisons with budgets and forecasts. The Group uses balanced scorecard reports, containing key performance indicator targets, as a mechanism for monitoring and managing the monthly performance of key operations. 
  • maintenance of a comprehensive insurance programme, agreed with insurers following a detailed annual review of the risks faced by the Group’s businesses.

To provide an overview of the risks faced by the Group the Audit Committee undertakes a six-monthly review of a comprehensive corporate risk register, which considers a broad range of risk items. This takes account of the entire control environment and may lead to recommendations which are implemented through the Management Board.

Annual general meeting
The AGM takes place in June each year in London . All shareholders are invited to attend and vote at the meeting. The meeting notice and voting forms are sent to shareholders in advance.

 

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