Goals Soccer Centres plc is listed on AIM and is not subject to the requirements of the Combined Code on corporate governance, nor is it required to disclose its specific policies in relation to corporate governance. However, the Directors are committed to delivering high standards of corporate governance to the Company’s shareholders and other stakeholders including employees and suppliers.
The Board of Directors operates within the framework discussed below. Each committee have formally delegated duties and responsibilities.
The Board of Directors
The Board meets regularly to consider all aspects of the Company’s activities. A formal schedule of matters reserved for the Board exists which includes review of overall strategy and approval of major capital expenditure items. The Board consists of the Chairman, Chief Executive, Finance Director, and three non-executive directors. Michael Bolingbroke, is the Interim Chairman and a Senior Independent Director. All Directors have access to the advice and services of the Company Secretary. The membership of these Committees can be found here.
The Remuneration Committee is chaired by Scott Lloyd and also comprises Nick Basing, Michael Bolingbroke and Christopher Mills. It is responsible for determining and agreeing with the Board the framework for the remuneration of the Chief Executive, all other Executive Directors, the Chairman of the Company (if an Executive Director), the Company Secretary and such other members of the Executive management as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee will also liaise with the Nomination Committee to ensure that the remuneration of newly appointed Executive Directors is within the Company's overall policy.
The Audit Committee is chaired by Michael Bolingbroke and also comprises Nick Basing, Christopher Mills and Scott Lloyd. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor's reports relating to accounts and internal control systems.
The Nominations Committee is chaired by Nick Basing and also comprises Michael Bolingbroke, Christopher Mills and Scott Lloyd. It is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.
The Company has adopted a share dealing code for Directors and relevant employees and will take proper steps to ensure compliance by the Directors and those employees.
Relations with Shareholders
Communications with shareholders are given a high priority by the Board of Directors who take responsibility for ensuring that a satisfactory dialogue takes place. Executive Directors meet with the Company’s institutional shareholders following the announcement of interim and final results and at other appropriate times. The directors are also in regular contact with stockbrokers analysts. The Company has developed a website containing investor information to improve communications with individual investors and other interested parties.
The Directors acknowledge their responsibility for the Company’s system of internal control and for reviewing its effectiveness. The system of internal control is designed to manage the risk of failure to achieve the Company’s strategic objectives. It cannot totally eliminate the risk of failure but will provide reasonable, although not absolute, assurance against material misstatement or loss.