Page 30 - Hardide-Annual-Report-2021
P. 30

 30 Corporate Governance Statement
Normally, the Audit Committee meets at least twice each year with the Group’s auditor at appropriate times during the reporting and audit cycle, and in addition as required. The Committee met once during the year.
The duties of the Audit Committee are to:
i Monitor the integrity of the financial statements and the financial reporting process;
ii review and challenge the effectiveness of the Group’s internal controls, risk identification and risk management systems;
iii review the Group’s arrangements for its employees to raise concerns in confidence and with impunity about possible wrongdoing and ensure these arrangements allow proportionate and independent investigation;
iv review and keep up to date the Group’s procedures for detecting and preventing bribery and fraud; and ensure that the Group complies with all relevant legislation in those jurisdictions where the Group operates and/or employs staff;
v monitor the performance of the statutory audit, review the independence and effectiveness of the external auditor; and make recommendations in relation to the appointment, re-appointment and removal of the Group’s external auditor; and
vi consider and, if necessary, agree the terms of reference under which the Sustainability & Risk Committee operates, review the work of that Committee and identify any potential gaps that may need to be addressed.
The external auditor also provides certain non-audit services including annual tax compliance. The Board has reviewed its safeguards and policies in place
for non-audit services and is satisfied that these are sufficiently robust to ensure that James Cowper Kreston maintain their objectivity and independence. James Cowper Kreston report to the Board annually on their independence from Hardide plc. Non-audit services are provided only if such services do not conflict with their statutory responsibilities and ethical guidance.
Currently, the size of the Group does not justify an internal audit function and so the Audit Committee
is responsible for examining the Group’s internal financial policies and procedures and recommending amendments or improvements.
During the year there were no significant matters regarding the audit process or its outcome that required action by the Committee.
The Group’s auditors, James Cowper Kreston, were reappointed for the year ended 30th September 2021, which was their fifth year acting as the Group’s auditors. The effectiveness of the audit and auditor are reviewed by reference to the auditor’s audit plan, post-audit management letter and discussion with the finance director.
Intellectual Property Committee
Dr Yuri Zhuk chairs the quarterly meeting of the IP Committee, with Robert Goddard and Philip Kirkham as the other members. The Committee is charged with reviewing, and in most cases deciding upon all matters relating to intellectual property, including patents, trademarks and know-how. The Committee is also responsible for non-disclosure agreements and joint development agreements designed to protect and develop intellectual property. When necessary, the Committee uses the services of the Group’s Patent Attorneys (Harrison Goddard Foote Ltd) to perform patent searches and provide a range of advice on IP matters. Where the Committee does not have delegated powers, the Committee will make recommendations to the Board.
Sustainability & Risk Committee
The Board has overall responsibility for the Group’s system of management of sustainability and risk, and does so in cooperation with its Sustainability & Risk Committee. The Committee’s role is to identify the strategic, operational, environmental and financial risks to which the Group may be exposed and recommends how these may be avoided, mitigated, insured against, or some combination of these. Risks are ranked by assessing their likelihood of occurrence and their potential impact. Risks considered by the Committee include those relating to movements in exchange rates, solvency, and liquidity, as well as operational and environmental risks.
The members of this Committee, which meets quarterly, are Robert Goddard (Chairman), Philip Kirkham, and Simon Hallam. Reports of the Committee and its assessment of sustainability and risks are made to the Board and the Audit Committee. Descriptions of the principal matters that the Group has identified are included in the Strategic Report.
The Group has a comprehensive ‘Bid Alert Manual’ and this is updated as needed. Much of its content would also be used in the management of a major adverse incident. Directors are asked to ensure that a copy is available to them at all times. In addition, the Group has a Crisis Management and Disaster Recovery Procedure.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (‘ESG’)
The reporting year has seen the completion of the transfer of Hardide’s UK operations to its nearby site
in Bicester. The premises are newly-built on a modern industrial estate and well away from any residential areas. Replacement of some existing and substantial items of equipment with types that have much- improved emission control measures and lower environmental impact have been in place for the full reporting year. The same applies to low-energy lighting.
Also during the reporting year, reviews have taken place of procedures for the safety for staff and visitors and general working conditions.
 









































































   28   29   30   31   32