MDY Healthcare Plc

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Constitutional Documents

• • Memorandum of Association 379kB PDF
  • Articles of Association 2.7MB PDF

Board of Directors

The Company is controlled by the board of directors, which currently comprises three non-executive directors - Alan Mackay, Martin Hunt and Grahame Cook. The responsibilities of the individual directors are clarified within the 'Our People' section of this website.

The Board is responsible to shareholders for the proper management of the Group and meets on a regular basis throughout the year. In addition to making and reviewing major business decisions and monitoring current investment portfolio performance, the Board has a schedule of matters reserved for its approval. The specific responsibilities reserved to the Board include: setting group strategy; reviewing operational and financial performance; approving specific strategic investments and other investment and cash management strategies; reviewing the Group's systems of financial control and risk management; ensuring that appropriate management development plans are in place; approving appointments to the Board and approving policies relating to directors' remuneration and ensuring a satisfactory dialogue takes place with shareholders. The Company Secretary is responsible for ensuring the Board procedures are followed and that applicable rules and regulations are complied with.

Committees of the Board

Audit Committee

Grahame Cook and Martin Hunt were appointed to the Audit Committee in June 2010. Under its terms of reference, the Audit Committee monitors the integrity of the Group's financial statements and any formal announcements relating to the Group's performance.

The Committee is responsible for monitoring the effectiveness of the external audit process and making recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditor. It is responsible for ensuring that an appropriate relationship between the Group and the external auditors is maintained, including reviewing non-audit services and fees. It also reviews annually the Group's systems of internal control and the processes for monitoring and evaluating the risks facing the Group.

The Committee meets with executive management, as well as privately with the external auditors. In 2009, the Audit Committee discharged its responsibilities by:

• reviewing the Group's draft financial statements and interim results statement prior to Board approval and reviewing the external auditor's reports thereon;
• reviewing the Group's preliminary announcement prior to release;
• reviewing the appropriateness of the Group's accounting policies;
• reviewing regularly the potential impact in the Group's financial statements of certain matters such as potential impairments of financial investments;
• reviewing and approving the audit fee and reviewing non-audit fees payable to the Group's external auditors;
• reviewing the external auditor's plan for the audit of the Group's accounts, key risks to the business, confirmations of auditor independence and the proposed audit fee, and approving the terms of engagement for the audit; and
• reviewing an Annual Report on the Group's systems of internal control and its effectiveness, reporting to the Board on the results of the review and receiving regular updates on key risk areas of financial control.

The Group does not currently have an internal audit function or Finance Director. The Board has reviewed the need for an internal audit function and is satisfied, having regard to the size of the Group and the level of overview by senior management, that an internal audit function is not currently needed. This matter is however reviewed on an ongoing basis. It is the Group's intention to introduce whistle blowing procedures to ensure that appropriate arrangements are in place for employees to be able to raise matters of possible impropriety in confidence, with suitable subsequent follow up action.

The Audit Committee monitors the non-audit services being provided to the Group by its external auditors. The Audit Committee reviews all services being provided by the external auditors to review the independence and objectivity of the external auditors, taking into consideration relevant professional and regulatory requirements, so that these are not impaired by the provision of permissible non-audit services. Activities that may be perceived to be in conflict with the role of the external auditor must be submitted to the Committee for approval prior to engagement, regardless of the amounts involved.

Remuneration Committee

Alan Mackay and Martin Hunt were appointed as members of The Remuneration Committee in June 2010. The Committee's principal responsibilities are:

• setting, reviewing and recommending to the Board for approval the Group's overall remuneration policy and strategy;
• setting, reviewing and approving individual remuneration packages for executives relating to terms and conditions of employment and any changes to the packages
• reviewing the salary structure and terms, conditions and benefits of employment of the other executives; and
• approving the rules, and launch, of any Company share, share option or cash based incentive scheme and the grant, award, allocation or issue of shares, share options or payments under any such scheme.

In addition the Committee regularly reviews the Group's remuneration policy in relation to:

• its competitors and industry norms;
• compensation commitment; and
• contract periods.

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