SLIDE 38 37
ASSURA GROUP ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED MARCH 2013
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE (continued) Delegations of Authority To facilitate effjcient and where necessary, swift
- perational management decisions without the
necessity of convening a meeting of the full Board, the Board has granted delegated authority (within clearly described parameters) to the Executive Board in relation to day to day operational matters. All Directors have access to the advice and services
- f the Company Secretary who is responsible for
ensuring Board procedures and internal authorisations are complied with and for the correct application
- f delegated authorities. In addition, and to ensure
effjcient and effective discharge of the administrative affairs of the Group, the Board has formally delegated authority to the Company Secretary in relation to a series of administrative matters. Executive Board The Executive Board comprises the Chief Executive, the Finance Director and the Managing Director of
- Property. The Executive Board considers a number
- f differing issues including the day to day operational
matters for the running of the business. These include the performance of the Group’s assets and development programme, fjnancings, cost control and risk management. Scheduled meetings are held monthly with ad-hoc meetings as required. Effectiveness Appointments to the Board Under the Articles of Incorporation of the Company, Directors may be appointed, either to fjll a vacancy or as an additional Director, either by the Company by way
- f ordinary resolution, or by the Board, subject, in each
case, to any maximum number of Directors. Any Director appointed by the Board shall retire and offer themselves for re-election at the next Annual General Meeting. The Company’s Articles of Incorporation include provisions whereby Directors are, to the extent permitted by Guernsey Company Law, indemnifjed against liabilities to third parties as a result of any act
- r omission in carrying out their duties or in any other
way in connection with their duties, powers or posts. The Company has made one appointment since the date of the last Annual Report being Mr Murphy as Finance Director. Training and induction for Board members On appointment, new Directors receive a full briefjng
- n the role, duties and responsibilities of a Director of
a listed company and on the Company and its Board and an induction pack with important information is provided. Training needs are reviewed annually as part of the Board evaluation. Board performance evaluation The Board has recently been refreshed and its members have been working together for only a few months. It has reviewed its performance based on an internal evaluation and concluded that its access to relevant information is good, discussions are carried out in an appropriate manner, the strategy and goals of the Company have been clarifjed and the Board is appraised promptly and fully of investor views. There were no major changes adopted in the way the Board operates. Independent advice The Board has an agreed policy to permit Directors to take professional advice on any matter which relates to their position, role and responsibilities as a Director (but not on personal matters) at the cost of the Group. Accountability Going concern The Group’s business activities together with factors likely to affect its future performance are set out in the Business Review on pages 21 to 29. In addition, note 32 to the Financial Statements includes the Group’s
- bjectives, policies and processes for managing its
capital, its fjnancial risk management objectives, details
- f its fjnancial instruments and its exposure to credit
risk and liquidity risk. The Group has facilities from two fjnancial institutions, neither of which is repayable before November 2016
- ther than modest annual amortisation and much of
the debt is not repayable before 2021. In addition to surplus available cash of £15.6 million at 31 March 2013 (2012: £12.2 million), the Group has surplus security comprising un-mortgaged property assets totalling £3.3 million at that date (2012: £2.8 million). The Group’s medical centre property developments in progress are all substantially pre-let and in the main have funding in place. The Group has benefjtted from periodic sales
- f non-core assets which included the former
head offjce building in the year under review. Non-core assets represent marketable properties which can be readily sold if cash constraints necessitate sales. The Group has adequate headroom in its banking
- covenants. The Group has been in compliance with all
fjnancial covenants on its loans throughout the year. The Group’s properties are substantially let with rent paid or reimbursed by the NHS and they benefjt from a weighted average lease length of 14.8 years. They are also diverse both geographically and by lot size and therefore represent excellent security.
CORPORATE GOVERNANCE (continued)
