Disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Company No. 966807 incorporated in England and Wales.
Registered Office: 17A Thorney Leys Park, Witney, Oxfordshire OX28 4GE
The Group’s shares are traded on the AIM market of the London Stock Exchange and are not listed on any other Exchange.
At 31 March 2015 43,197,220 Ordinary shares of 12.5p each are in issue, of which 57.89% are not in public hands. There are no shares held in Treasury. There are no restrictions on the transfer of the Company's shares.
The Company is subject to the City Code on Takeovers and Mergers.
Updated 31 March 2015.
KPMG LLP, Arlington Business Park, Theale, Reading, RG7 4SD
Barclays Bank plc
K&L Gates LLP, One New Change, London EC4N 9AF
Financial Advisor and Corporate Stockbroker:
Westhouse Securities Limited, 110 Bishopsgate, London EC2N 4AY
Financial Public Relations:
KTZ Communications Limited No.1 Cornhill London EC3V 3ND
Capita Registrars, Northern House, 40 Dukes Place, London EC3A 7NH
Audit - Michael Marx and Christopher Mills
Remuneration - Michael Marx and Christopher Mills
Nominations - Michael Marx
The Board is accountable to the shareholders for good corporate governance of the Group. The principles of corporate governance and a code of best practice are set out in the UK Corporate Governance Code (UKCGC) as applicable to accounting periods beginning before 1 October 2012 issued in June 2010. Although under the rules of the Alternative Investment Market (AIM) the Group is not required to comply in full with the code nor state areas in which it does not comply, the Board has taken steps to comply with the requirements of the code in so far as is reasonably practicable for a Group of this size.
Statement of compliance with the UKCGC and applying the principles of good governance
The Company is committed to high standards of corporate governance throughout the Group. As an AIM company, it is not obliged to report its compliance with the UKCGC. Nonetheless, the Group is committed to meeting these principles as far as it reasonably can and the commentary below reflects the extent to which the Group has complied with the UKCGC during the period under review.
The Board consists of two executive and two non-executive Directors, who take an active role in Board matters, and it meets eight times in every year. The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and Group assets.
At each of these regular Board meetings, the Board receives the latest financial and management information available and reviews in detail the working capital, cashflow and balance sheet position. The financial and management information reviewed generally consists of:
Management accounts setting out actual performance against budget;
Management discussion on variance analysis;
Working capital cash flow position; and
Sales forecasts and Group-wide strategies.
The Board reserves to itself a range of key decisions to ensure that it retains proper direction and control of the Group whilst delegating authority to individual directors who are responsible for the day to day management of the business.
All directors have access to the advice and services of the Company Secretary and can also seek independent professional advice, if necessary, at the Group’s expense.
All appointments to the Board are discussed at a full Board meeting and each member is given the opportunity to meet the individual concerned prior to an appointment being made.
The Audit Committee meets not less than twice annually. The Committee provides a forum for reporting by the Group’s external and internal auditors. Meetings are attended, by invitation, by the Chief Executive and Group Finance Director.
The Audit Committee is responsible for reviewing a wide range of matters including the half year and annual accounts before their submission to the Board and monitoring the controls that are in force to ensure the integrity of the information reported to shareholders. The Audit Committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the audit with external auditors. The Audit Committee keeps under review the cost effectiveness and the independence and objectivity of the external and internal auditors.
The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Group’s framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the executive directors and certain senior management including performance related bonus schemes, pension rights and compensation payments. The Board as a whole determines the remuneration of the non-executive directors.
In order to attract and retain the best quality management the Group’s policy is to offer compensation packages that are competitive and contain a significant performance related element. Salaries are reviewed annually after considering the performance and contribution made to the business by the individual. Independent external studies and comparisons are used as necessary to ensure that rewards reflect both individual and Group performance
The Committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases, recruitment agencies are used to assist the process. All directors are subject to re-election at least every three years.
Chairman and Chief Executive Officer
The Board has shown its commitment to dividing responsibility for running the Board and the business by appointing Michael Marx as Non-Executive Chairman and Michael Wilmshurst as Chief Executive Officer.
The Company maintains a website (www.narsplc.com) where the Group’s statutory accounts are accessible. The website conforms to the requirements of AIM rule 26 and all relevant information can be found there.
Queries raised by shareholders are dealt with either by the Chief Executive Officer or the Group Finance Director.
Accountability and audit
The Board believes that the Annual Report and financial statements play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. This is achieved in the Chairman & Chief Executive’s Statement and Operating Review which contains a detailed consideration of the Group’s financial position and prospects.
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The purpose of the system of internal control is to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.
The Directors have established an organisational structure with clear operating procedures, lines of responsibility and delegated authority. In particular, there are clear procedures for capital investment appraisal and approval and financial reporting within a comprehensive financial planning and accounting framework. The Group seeks to ensure that it has good financial controls at all times and accordingly, an internal audit programme is undertaken annually across all companies within the Group.
This page was last updated May 2015