Investor Relations - Corporate Governance

The purpose of good governance is to ensure that the Company is managed in an efficient, effective and entrepreneurial manner for the benefit of shareholders over the longer term.

Policies
As Subsea Resources plc ("Subsea" or "the Company") has an AIM listing rather than a full listing, it is not required to comply with the provisions of the New Combined Code (as annexed to the Listing Rules of the Financial Services Authority) relating to corporate governance. The Board supports high standards of corporate governance and confirms that the Group complies, as far as is practicable, with the Combined Code on Corporate Governance published in July 2003 ("the Combined Code") and follow the recommendations on corporate governance of the Quoted Companies Alliance ("QCA"), in each case to the extent reasonable, in the Board's view, for a public company of Subsea's current size and nature.

Board Composition
The Board currently comprises two Executive Directors (the Operations Director and the Chief Financial Officer ) and three Non-Executive Directors, one of whom is the Chairman. The Board considers that Ric Piper, who is Chairman, and David Charters are independent as they are free from any business relationship that would influence their independent judgement. The Board considers that the other Non-Executive Director is not independent: Karen Wyatt is Company Secretary and provides accounting services to the Company.
Biographies of the Board appear on this website here.

Role and Working of the Board
The Board is responsible to shareholders for the overall management of the Company. The Board formulates and agrees the overall corporate strategy and management of the individual businesses. Briefing papers are circulated on a timely basis on various routine matters and any issues where a decision is required. The Board has adopted a formal schedule of matters reserved to it for decision. The Directors have access to the advice of the Company Secretary and there is a procedure in place for them to seek independent legal and other professional advice, the cost of which would be met by the Company. Since January 2007 the Board has generally met fortnightly.

Board Committees
The Board has established a number of Committees to assist it in fulfilling its responsibilities. Terms of Reference for the Audit, Remuneration and Nominations Committees are available in full on this website.

The Audit Committee has formal terms of reference approved by the Board. The Committee currently comprises the two independent Non-Executive Directors, David Charters and its Chairman Ric Piper. Mr Piper has recent and relevant financial experience. The chief financial Officer and the Operations Director and the external auditors also attend the meetings as required, together with Company Secretary. The Committee is scheduled to meet at least twice a year. The Committee considers the financial statements of the Company prior to submission to the Board. The Committee reviews any reports from the external auditors and reviews the financial reporting and internal control procedures within the Company. The appointment of auditors and the level of fees payable for both audit and non-audit work are agreed by the Committee
[ View the Terms of Reference ]

The Remuneration Committee has formal terms of reference approved by the Board and comprises all three Non-Executive Directors, Ric Piper, Karen Wyatt and its Chairman David Charters. The Committee is scheduled to meet at least once a year. The Committee is responsible for developing a remuneration policy for Directors and executives.
[ View the Terms of Reference ]

The Nominations Committee has formal terms of reference approved by the Board and comprises the three Non-Executive Directors, including its Chairman, Ric Piper. The Committee is scheduled to meet at least once a year. The Committee is responsible for reviewing all board appointments.
[ View the Terms of Reference ]

Internal Controls
The Board maintains a system of internal control to safeguard shareholders' investments and the Company's assets. The Directors acknowledge that they have overall responsibility for the system of internal control and in accordance with the guidance set out in the Financial Reporting Council "Revised Guidance for Directors on the Combined Code". The Board has established an ongoing process for identifying and managing the significant risks faced by the Group.

Whilst the Board of Directors is responsible for the Group's system of internal controls, these systems provide only reasonable but not absolute assurance against material mis-statement or loss. A Risk Assessment has been undertaken throughout the organisation to identify, evaluate and, where possible, minimise or eliminate the risks faced by the Company in its normal course of business. This process was conducted throughout the period under review and continued up to the date of approval of the accounts.

The Board undertakes regular risk reviews, and will continue to do so. It identifies and assesses business risks and documents these accordingly at meetings, together with actions taken to minimise any potential risks. These assessments are reviewed by the Board with senior management taking responsibility for the processes established and monitored within their specific areas of operation on an ongoing basis.

Internal financial control systems operate throughout the Group. Formal control is exercised through a clearly defined schedule of delegations of authority which is reviewed from time to time. An operational and financial Plan is approved by the Board annually. Financial reporting systems are in place to monitor performance against Plan, and to provide the Board with appropriate reports of performance against Plan at each meeting. The Directors do not consider that an internal audit function is required, given the size and nature of the business at this time. This will be reviewed annually.

The Board will review the effectiveness of the system of internal controls for the period prior to the publication of the accounts for March 2007.