Financial Statements - Chemring Group PLC
Financial Statements - Chemring Group PLC Financial Statements - Chemring Group PLC
C H E M R I N G G R O U P P L CStatement on Corporate Governance- continued■ The Board assesses the key risksassociated with achievement of theGroup’s business objectives as partof the annual strategic planningprocess. Out of this process, eachbusiness establishes a three year planand annual budget, which aresubject to approval by the Board.The performance of each businessagainst budget and prior years isreviewed on a monthly basis at bothoperational level and by the Board.Achievement of strategic businessobjectives and the associated risksare monitored by the Board on anongoing basis.■ All businesses hold monthlyoperating meetings, which areattended by at least one main Boarddirector, either in person or, in thecase of the overseas companies, byvideo conference. In the case of theUS businesses, formal Boardmeetings are held quarterly andthese are attended by both mainBoard directors and externalnon-executive directors appointedin the US. The US non-executivedirectors are available to provideguidance and monitor governancein the US businesses throughoutthe year.■ Each business is required to complywith the Group’s accounting policymanual, which sets out formalprocedures for incurring certaintypes of expenditure and makingcontractual commitments.Compliance with the accountingpolicy manual is reviewed by boththe Audit Committee and thefull Board.■ The Board retains primaryresponsibility for acquisitions anddisposals, and financingarrangements for the Group.Treasury management, IT strategy,insurance and significant legalmatters are dealt with centrally fromthe Group head office, and theBoard receives regular reports oneach of these items. Reviews of theGroup’s pensions, insurance and riskmanagement arrangements arecarried out by external advisers ona regular basis.■ A dedicated Group Health andSafety Manager, supported by aGroup Health and SafetyManagement Committee,co-ordinates and controls theactivities of each business in relationto health and safety, which is a keyfocus for the Board in view of thenature of the Group’s operations.A sub-committee of the main Boardhas also been constituted to focusspecifically on safety. Externalauditors carry out an annual reviewof the health and safety managementsystems at each of the Group’soperations.■ A Risk Management Committeeco-ordinates and reports to theBoard on the risk controlprocedures implemented by eachbusiness at an operational level.The Board confirms that it hasreviewed the effectiveness of theGroup’s systems of internal control andrisk management which were in placeduring the financial year ended31 October 2003, and it confirms thatsystems of internal control and riskmanagement compliant with theCombined Code and the TurnbullGuidance were in place throughoutthe year and have remained in placeup to the date of approval of thesefinancial statements. Notwithstandingthis, the Board will continue to takesteps to embed internal control andrisk management further into theoperations of the Group and to dealwith any areas of improvementwhich come to the attention ofmanagement and the Board.Audit Committee and AuditorsThe Company has an establishedAudit Committee, of which all threenon-executive directors aremembers. The Audit Committeemeets at least twice a year andoperates within formal written termsof reference. Meetings are attendedby the external auditors and theFinance Director by invitation. TheAudit Committee considers mattersrelating to the interim and annualresults, and also reviews internal andexternal audit requirements. TheAudit Committee has considered theneed for a dedicated internal auditfunction and has concluded that thisfunction is adequately covered byexisting procedures and controls atthe present time.Compliance with theProvisions of theCombined CodeThe directors confirm that theCompany has complied throughoutthe year with the provisions of theCombined Code, with the followingexceptions (references to the relevantP 20
2 0 0 3 F I N A N C I A L S T A T E M E N T Ssections of the Combined Code aregiven in brackets):■ The Board has not nominated anon-executive director as the SeniorIndependent Director. Thisrequirement will be kept underreview (A.2.1).■ In view of its size, the Boardconsiders that the appointment ofnew directors should be a matter forconsideration by the Board as awhole and accordingly aNominations Committee has notbeen established (A.5.1).■ Mr Scobie’s appointment asNon-Executive Chairman is not fora specified term; however, he issubject to retirement by rotation (A.6.1).Going ConcernThe directors have acknowledged thelatest guidance on going concern and,after making appropriate enquiries,have formed a judgment at the time ofapproving the financial statements thatthere is a reasonable expectation thatthe Company has adequate resourcesto continue in operational existencefor the foreseeable future. Accordingly,they continue to adopt the goingconcern basis in preparing the financialstatements.Approved by the Board of Directorson 2 February 2004.Signed on behalf of the BoardS L Ellard - Secretary■ Mr Evans has a service contract witha notice period in excess of oneyear, details of which are disclosed inthe Directors’ Remuneration Report(B.1.7).The directors have considered therequirements of the revised CombinedCode, incorporating therecommendations made in the Higgsand Smith reports, and are taking stepsto achieve compliance for the financialyear ending 31 October 2004.P 21
- Page 1 and 2: C H E M R I N G G R O U P P L CF I
- Page 3 and 4: 2 0 0 3 F I N A N C I A L S T A T E
- Page 5 and 6: 2 0 0 3 F I N A N C I A L S T A T E
- Page 7 and 8: 2 0 0 3 F I N A N C I A L S T A T E
- Page 9 and 10: 2 0 0 3 F I N A N C I A L S T A T E
- Page 11 and 12: 2 0 0 3 F I N A N C I A L S T A T E
- Page 13 and 14: 2 0 0 3 F I N A N C I A L S T A T E
- Page 15 and 16: 2 0 0 3 F I N A N C I A L S T A T E
- Page 17 and 18: 2 0 0 3 F I N A N C I A L S T A T E
- Page 19 and 20: 2 0 0 3 F I N A N C I A L S T A T E
- Page 21: 2 0 0 3 F I N A N C I A L S T A T E
- Page 25 and 26: 2 0 0 3 F I N A N C I A L S T A T E
- Page 27 and 28: 2 0 0 3 F I N A N C I A L S T A T E
- Page 29 and 30: 2 0 0 3 F I N A N C I A L S T A T E
- Page 31 and 32: 2 0 0 3 F I N A N C I A L S T A T E
- Page 33 and 34: 2 0 0 3 F I N A N C I A L S T A T E
- Page 35 and 36: 2 0 0 3 F I N A N C I A L S T A T E
- Page 37 and 38: 2 0 0 3 F I N A N C I A L S T A T E
- Page 39 and 40: 2 0 0 3 F I N A N C I A L S T A T E
- Page 41 and 42: 2 0 0 3 F I N A N C I A L S T A T E
- Page 43 and 44: 2 0 0 3 F I N A N C I A L S T A T E
- Page 45 and 46: 2 0 0 3 F I N A N C I A L S T A T E
- Page 47 and 48: 2 0 0 3 F I N A N C I A L S T A T E
- Page 49 and 50: 2 0 0 3 F I N A N C I A L S T A T E
- Page 51 and 52: 2 0 0 3 F I N A N C I A L S T A T E
- Page 53 and 54: 2 0 0 3 F I N A N C I A L S T A T E
- Page 55 and 56: 2 0 0 3 F I N A N C I A L S T A T E
- Page 57 and 58: 2 0 0 3 F I N A N C I A L S T A T E
- Page 60 and 61: Photographs:Offshore Challenges Tri
2 0 0 3 F I N A N C I A L S T A T E M E N T Ssections of the Combined Code aregiven in brackets):■ The Board has not nominated anon-executive director as the SeniorIndependent Director. Thisrequirement will be kept underreview (A.2.1).■ In view of its size, the Boardconsiders that the appointment ofnew directors should be a matter forconsideration by the Board as awhole and accordingly aNominations Committee has notbeen established (A.5.1).■ Mr Scobie’s appointment asNon-Executive Chairman is not fora specified term; however, he issubject to retirement by rotation (A.6.1).Going ConcernThe directors have acknowledged thelatest guidance on going concern and,after making appropriate enquiries,have formed a judgment at the time ofapproving the financial statements thatthere is a reasonable expectation thatthe Company has adequate resourcesto continue in operational existencefor the foreseeable future. Accordingly,they continue to adopt the goingconcern basis in preparing the financialstatements.Approved by the Board of Directorson 2 February 2004.Signed on behalf of the BoardS L Ellard - Secretary■ Mr Evans has a service contract witha notice period in excess of oneyear, details of which are disclosed inthe Directors’ Remuneration Report(B.1.7).The directors have considered therequirements of the revised CombinedCode, incorporating therecommendations made in the Higgsand Smith reports, and are taking stepsto achieve compliance for the financialyear ending 31 October 2004.P 21