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Feature
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QCA Guideline
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Additional disclosure guidance
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The governing body must not be so large as to prevent efficient operation
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The identity of the chairman, the deputy chairman (where there is one), the chief executive, the senior independent director and the chairman and members of the nomination, audit and remuneration committees.
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The mechanisms by which important decisions are taken should be transparent
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There should be a formal schedule of matters specifically reserved for the board’s decision. It should establish an audit committee of at least two members, who should all be independent non-executive directors. The board should establish a remuneration committee of at least two members, who should all be independent non-executive directors.
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A statement of how the board operates, including a high level statement of which types of decisions are to be taken by the board and which are to be delegated to management.
A statement of where the terms of reference of the principal board committees can be accessed.
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It should be clear where responsibility lies for the management of the company and for the achievement of key tasks.
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The roles of chairman and chief executive should not be exercised by the same individual or there should be clear explanation of how other board procedures provide protection from the risks of concentration of power within the company.
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An overview of the responsibilities of the Chairman and each of the executive directors
An explanation of the directors responsibility for preparing the accounts and a statement by the auditors about their reporting responsibilities.
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Procedures should be in place to protect significant tangible and intangible assets and these need to be regularly reviewed and updated.
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The board should, at least annually, conduct a review of the group’s system of internal controls and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls and risk management systems.
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Report to shareholders that a review has been conducted.
A statement by the directors that the business is a going concern, with supporting assumptions or qualifications as necessary.
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Copyright of the Quoted Companies Alliance
