The board is responsible to shareholders for the effective direction and control of the Group and this report describes the framework of corporate governance and internal control that the directors have established to enable them to carry out this responsibility. It also explains how the Group has applied the Principles of Good Governance and Code of Best Practice (the "Combined Code").
As an AIM quoted company, Catalyst Media Group plc is not required to comply with the requirements of The UK Corporate Governance Code (the "Code"). However, the Board recognises the importance of the high standards of good corporate governance prescribed in this Code and seeks to apply its principles, in so far as practicable, having regard to the Company's current size, stage of development and resources. The Board is accountable to the Company's shareholders and takes account of the Code [and the QCA's Corporate Governance Code for Small and Mid-Size Quoted Companies 2013] to the extent it is considered appropriate. Catalyst Media Group plc's current corporate governance arrangements are summarised below.
UK City Code on Takeovers and Mergers
Catalyst Media Group plc is subject to the UK City Code on Takeovers and Mergers.
There is a Board of Directors, which is set up to control the Company and Group and at 30th September 2008 consisted of four non-executive directors. Michael Rosenberg OBE is non-executive Chairman of the Board. The Board meets on a regular basis to discuss a whole range of significant matters including strategic decisions and performance. A procedure to enable directors to take independent professional advice if required has been agreed by the Board and formally confirmed by all directors.
Michael Rosenberg OBE has been nominated as the senior independent director as required by the Combined Code.
Internal financial control
The Group operates a system of internal financial control, which is designed to ensure that the possibility of misstatement or loss is kept to a minimum. There is a system in place for financial reporting and the Board receives a number of reports to enable it to carry out these functions in the most efficient manner.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Audit Committee, which now consists of Mark Hawtin (Chairman of the Committee), Michael Rosenberg OBE, Melvin Lawson and Christopher Mills, will be responsible for the relationship with the Group's auditors, the in-depth review of the Group's financial reports, internal controls and any other reports that the Group may circularise. The terms of reference are to be reviewed on an annual basis, thus ensuring that the Audit Committee's duties adequately cover all those specific areas that are identified by the Combined Code, which includes a review of the cost effectiveness of the audit and non-audit services provided to the Group. The Committee meet twice a year, prior to the announcement of interim and annual results and, should it be necessary, would convene at other times.
The Remuneration Committee which now consists of Mark Hawtin (Chairman of the Committee), Melvin Lawson and Christopher Mills, meets and considers, within existing terms of reference, the remuneration policy.
The Audit and Remuneration Committees were constituted on 30 May 2000 and consist solely of non-executive directors.
Articles of Association
The company amended its Article of Association by special resolution at the Extraordinary General Meeting on 4 April 2007.