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The Board supports the principles of good governance contained within the 2003 Financial Reporting Council Code

Companies that have securities traded on the Alternative Investment Market are not required to comply with the disclosures of the code. Claimar Care Group plc is, however, committed to high standards of corporate governance and has adopted procedures to institute good governance insofar as it is practical and appropriate for a company of its size.

Board

The Company is controlled by the Board of Directors, which includes two executive and two non-executive directors. The Board of Directors has a schedule of matters specifically reserved for its decision. The Board meets regularly and is responsible for formulating the Group's corporate strategy, monitoring financial performance, acquisitions, treasury and risk management policies. Board papers are sent out to all directors in advance of each Board meeting including management accounts and accompanying reports from the executive directors. Annual budgets are approved by the full Board. Operational control is delegated by the Board to the executive directors. Non-executive directors are able to contact the executive directors at any time for further information. All directors have access to the advice of the Company Secretary and can take independent advice, if necessary, at the Company's expense.

Board Committees

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.

a) Audit Committee

J G I Moore, a non-executive director, is Chairman of the Audit Committee, which also comprises J R A Crabtree, a non-executive director. The Audit Committee meets at least twice each year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on, and for meeting the auditors and reviewing reports from the auditors relating to accounts and internal control systems.

b) Remuneration Committee

The Remuneration Committee is chaired by J R A Crabtree, a non-executive director and also comprises J G I Moore, a non-executive director. The Remuneration Committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and reviews the basis for their service agreements with due regard to the interests of shareholders.

Internal Control

The Board is responsible for the Group's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather eliminate risk of failure to achieve the business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The system of internal financial control is comprised of those controls established in order to provide reasonable assurance of:

● the safeguarding of assets against unauthorised use or disposal and

● the maintenance of proper accounting records and the reliability of financial information used within the business and for publication.

The key procedures of internal financial control of the Group are as follows:

● The Board reviews and approves budgets and monitors performance against those budgets on a monthly basis. Variances from the expected outcome are fully investigated.

● The Group has clearly defined reporting and authorisation procedures relating to the key financial areas.


Relations with shareholders

The Company holds regular meetings with its institutional shareholders to discuss objectives and to keep them updated on the Company's strategy, Board membership and management


 

 

Company Registration Number 5494140    Registered with Companies House, England & Wales. Registered Office: 16 Highfield Road, Edgbaston, Birmingham B15 3DU. Tel: 0121 410 4080, Fax: 0121 410 4081. Email: enquiries@claimar.co.uk

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