The Board is committed to the principles of good corporate governance and following its delisting and re-registration is in the process of implementing the Wates Principles On Corporate Governance for Large Private Companies. The Code is publicly available on the Financial Reporting Council’s website at: https://www.frc.org.uk.
The Board
JKX has a diverse Board comprising directors drawn from professional backgrounds.
The Board comprises four directors, including a Non Executive Chairman, two Non Executive Directors and one Executive Director. Details of each of the current directors are provided on Our Board of Directors page.
Board responsibilities
The Board is responsible to shareholders for leading, developing and protecting the interests of the Company and delivery of sustainable financial performance and long-term shareholder value.
There is a Schedule of Matters Reserved for the board which is reviewed on an annual basis.
Schedule of Matters Reserved
All directors receive comprehensive documentation prior to each meeting on the matters to be discussed to enable them to exercise their judgement in the discharge of their duties.
All directors are encouraged to participate in site visits to the Group’s operations and to meet local employees.
As well as appropriate training and briefings and access to the Company Secretary, all directors may obtain independent professional advice in respect of their duties to the board and to its committees at the Company’s expense. The Company maintains liability insurance for its directors and officers.
The Non Executive Directors bring a broad range of business and commercial experience to the Company which allows them to effectively and constructively challenge the performance of the senior management team in the delivery of the agreed objectives and targets.
Compliance
It is the Board’s view that the Non Executive Directors have sufficient time to fulfil their commitments to the Company.
Business Ethics
The JKX Group is committed to conducting its business in an honest way, without the use of corrupt practices or acts of bribery. The Group has detailed policies setting out its practice and procedure and key staff are required to confirm their compliance and understanding on an annual basis. The Group Anti Bribery and Corruption Policy can be found here
Board committees
The Board has established the following standing committees:
| Committee |
Membership |
| Audit Committee |
Olga Chebysheva (Chair) |
The Audit Committee has Terms of Reference agreed by the Board and available below.
Audit Committee
The Audit Committee has Terms of Reference agreed by the Board and available to shareholders on request. On an on-going basis the Audit Committee:
- Monitors the integrity of the financial statements of the Group and regulatory announcements and reviews significant financial reporting judgements;
- Monitors adequacy and effectiveness of the Group’s internal control, risk management and financial reporting processes;
- Provides the Board with an independent assessment of the Group's accounting affairs and financial position;
- Provides the Board with assurance that the Annual Report and Accounts are presented in a manner that is fair, balanced and understandable, so as to enable shareholders to assess the Group's performance, business model and strategy;
- Recommends (re-)appointment of the external auditors to the Board and annually assesses their independence, objectivity, effectiveness, quality, remuneration and terms of engagement, as well as ensuring that the policy with regard to their appointment for non-audit services is appropriately applied;
- Monitors the adequacy and effectiveness of the internal audit function and the Risk Committee and reviews any significant matters arising.
The Audit Committee Terms of Reference can be accessed below.
The meetings may, by invitation, be attended by other Directors, the Executives, advisers and representatives from the external auditors. The Audit Committee Chair maintains contact with those other attendees throughout the year.
The Audit Committee maintains an objective and professional relationship with the Company’s auditors, BDO LLP, who were appointed as auditors to the Group on 18th October 2018, following a competitive tender process conducted in September 2018.
The Company promotes a culture of openness and encourages staff to raise any concerns of possible improprieties in matters of financial reporting or other matters, if necessary in confidence. The Audit Committee has established arrangements for such concerns to be raised (including in confidence using a confidential anonymous reporting hotline) to allow their investigation and any necessary follow up.
Risk management
Internal control
The Board is responsible for identifying and evaluating the major business risks faced by the Company and for determining and monitoring the appropriate course of action to manage these risks. The Audit Committee monitors the integrity of the financial statements and announcements, reviews the Company’s internal control processes and risk management systems and reports its conclusions to the Board.
A system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material mis-statement or loss.
The Board is responsible for the Company’s systems of internal control and risk management.
The Company’s procedures, policies and systems are appropriate and suitable to enable the Board to safeguard shareholders’ investment and the Company’s assets, and comply with the Financial Reporting Council’s “Internal Control: Guidance to Directors”.
Internal Audit
The Company has an employee responsible for the Internal Audit function.
