Company - Board & Corporate Governance
Directors' Biographies
The Group has a strong management team with long term recruitment sector experience, with proven ability to integrate acquisitions and operate larger organisations, and to create shareholder value.
(from left) InterQuest Directors Alan Found, Michael Joyce & Gary Ashworth
Gary Ashworth - Executive Chairman
Gary founded the InterQuest Group in November 2001. Previously Gary was the founder of Abacus Recruitment plc, a group of recruitment agencies, including two in the IT recruitment sector. Abacus was floated on AIM in September 1995, was the best performing AIM share in both 1996 and 1997 and subsequently sold to Carlisle Holdings in 1998; initial investors achieved a tenfold multiple on their investment. Gary is a Fellow and past President of the Institute of Employment Consultants and has worked in recruitment since 1980.
Mark Braund - Chief Executive Officer
Mark Braund is a former director of IBM (EMEA) and an experienced recruitment executive with a proven ability to grow recruitment businesses; he founded, developed and then sold Barker Personnel Services to Carlisle Holding plc and subsequently led the turnarounds of TAC Europe and Lorien plc, both of which saw rapid increases in market share and profitability before being sold to private investors. Mark joins InterQuest from his position as Executive Vice President (North America) of First Advantage, Inc. a $228m revenue global employer services organisation.
Michael Joyce - Finance Director
Michael graduated in Mathematics from Leeds University in 1990 and joined Coopers & Lybrand where he qualified as a Chartered Accountant in 1993 and gained a wide variety of experience during a seven year tenure in Leeds and Melbourne, Australia. Michael spent 1998 and 1999 as part of the finance team at Robert Walters Plc and two and a half years (to July 2002) as Group Financial Controller of Rebus Group Limited, an HR and Insurance software business. Prior to joining the Group in January 2004 he was Finance Director of the £130m Overseas Division of Heath Lambert Group Limited, the sixth largest insurance broker in the world.
Alan Found - Executive Director
Alan is a Director of New Generation Learning Ltd which designs and develops business-training initiatives. His major focus is in the areas of management development, sales skills and customer service. Clients include Inter-Continental Hotels, The Kier Group and the National Commercial Bank of Saudi Arabia.
Paul Frew - Non-executive Director
Paul has a wide range of experience and contacts in the IT sector and considerable experience as a Non-executive Director of fast growing technology based businesses. Paul is the Managing Partner of Elderstreet Capital Partners, a venture capital fund that is a specialist investor in the software and computer services market. Prior to joining Elderstreet, Paul was Managing Director of Softwright Systems Limited, an IT consulting company.
Corporate Governance
The Board believes that good corporate governance is key to ensuring that the Group is managed in an effective, efficient and entrepreneurial manner, to the benefit of all stakeholders.
The purpose of this report is to give the Group’s stakeholders an understanding as to how the Group achieves good corporate governance.
Operation of the Board
The primary role of the Board is to provide leadership and strategic direction to the Group and to conduct the Group’s business in the best interest of the shareholders. The Board is also responsible for ensuring that good corporate governance is observed throughout the Group and that business and financial risks are reviewed and managed.
To achieve these objectives the Board meets on a monthly basis and discusses progress against its strategic objectives. A detailed financial budget and business plan are drawn up and approved by the Board on an annual basis and detailed financial and operational reports are presented to the Board every month which include discussion of performance against the annual budget and business plan. Board papers are circulated to all members of the Board well in advance of the monthly Board meetings allowing Directors who are unable to attend an opportunity to contribute to the matters to be discussed. All discussions, including issues which are not resolved, are recorded in minutes which are circulated to all Directors in a timely fashion.
In addition, business and financial risks are reviewed and discussed including legal and other external developments and the Group’s cash flow and funding requirements are monitored to ensure that they are sufficient to facilitate the Group’s business objectives.
Composition of the Board
Luke Johnson resigned from his position as Non-Executive Director on 23 December 2010 and the Board now comprises three Executive and one Non-Executive Director with considerable business experience particularly within the IT sector.
The Board considers the Non-Executive Director to be independent. Paul Frew provides no services to the Group other than acting as Non-Executive Director. Paul Frew purchased 20,000 ordinary shares in the Group on 30 June 2010 to increase his holding to 40,000 shares but has no other interest in the share capital of the Group.
Board Committees
There are three committees of the Board whose terms of reference and authority are delegated by the board.
Audit Committee
The Audit Committee comprises Paul Frew (Chairman) and Gary Ashworth. The Audit Committee plans to meet a minimum of twice a year. The Finance Director and the external auditors attend the meetings when requested by the Committee.
Paul Frew is considered by the Board to have recent and relevant financial experience.
The Committee’s principal responsibilities are to review the integrity of the Group’s annual and interim reports, preliminary results announcements and any other formal announcements relating to its financial performance, and reviewing the Group’s systems of internal control and risk management.
The Committee monitors the independence, objectivity and independence of the audit process and matters relating to the appointment of the Company’s auditor which is Grant Thornton UK LLP. Both the Committee and the auditors themselves have safeguards in place to ensure that the objectivity and independence of the auditors is maintained. In addition to the annual appointment of the auditors by shareholders, the Committee regularly reviews their independence taking into consideration relevant UK professional and regulatory requirements. The Committee also reviews their performance and fees charged.
Non-audit work is carried out by the auditors where the Committee believes that it is in the Group’s best interests to make use of the auditor’s extensive knowledge of the business. The Committee continuously monitors the quality and volume of this work and other accounting firms are used where appropriate.
Details of fees paid to the auditors for both audit and non-audit work is given in note 2 to the financial statements.
Nomination Committee
The members of the Nomination Committee are Gary Ashworth (Executive Chairman) and Paul Frew.
The Nomination Committee’s terms of reference are to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes. The Nomination Committee also considers future succession for appointments to the Board and to senior management, so as to maintain an appropriate balance of skills and expertise within the Company and on the Board.
Remuneration Committee
The Remuneration Committee comprises Paul Frew.
The Committee meets at least twice a year to determine the remuneration policy and the individual remuneration packages of the three Executive Directors.
The remuneration of senior management throughout the Group is discussed in general but detailed matters are delegated to the Chief Executive and Finance Director.
Attendance at Board and Committee Meetings
During 2010, the Board met formally twelve times in addition to informal meetings and attendance at the AGM. Gary Ashworth, Michael Joyce and Paul Frew attended all twelve meetings. Alan Found attended eleven meetings and Luke Johnson attended nine meetings.
The Remuneration Committee met twice, the Audit Committee twice and the Nominations Committee once. All Committee members were present at all of these meetings.
Performance Evaluation
The Board reviews and will continue to review its performance and that of the Committees.
Assessment of Risk and Internal Control
The Board has overall responsibility for the Group’s internal control systems and for monitoring their effectiveness in order to safeguard shareholders’ investments and the Group’s assets. Executive Directors and senior management are responsible for the implementation and maintenance of the internal control systems, which are subject to periodic, and at least annual, review by the Board.
The Board monitors the ongoing process by which critical risks to the business are identified, evaluated and managed. The Board and particularly the Audit Committee assesses the effectiveness of the Group’s system of internal controls, including financial, organisational and compliance controls and risk management systems.
The Group’s internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the Group’s objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. In assessing what constitutes reasonable accuracy the Board considers the materiality of financial risks and the relationship between the cost of, and benefit from, internal control systems.
Every month the Board reviews the actual financial performance of the Company against the budget, as well as other key performance indicators.
The Group’s policies and procedures continue to be refined and updated for distribution throughout the Group.
Internal Audit
The Group does not currently have an internal audit function. The need for an internal audit function has been and is regularly reviewed by the Audit Committee in light of the growth of the business.