The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements in accordance with UK-adopted International Accounting Standards and the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- state whether applicable UK-adopted International Accounting Standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Parent Company financial statements, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Parent Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
In the case of each Director in office at the date the Directors' Report is approved:
- so far as the Director is aware, there is no relevant audit information of which the Group’s and Parent Company’s auditors are unaware; and
- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group’s and Parent Company’s auditors are aware of that information.
Attendance of Directors at meetings during year ended 31 May 2023
|Board1||Disclosure Committee||Audit Committee||Remuneration Committee||Nomination Committee|
|T P Acton (Non-Executive Chair)||11/11||6/6||3/3||8/8||5/5|
|R J Armitage (Senior Independent Non-Executive Director)2||11/11||-||3/3||8/8||5/5|
|D M Moore (Independent Non-Executive Director)2, 3||8/9||-||2/3||7/7||5/5|
|D S Downie (Independent Non-Executive Director)4||2/2||-||1/1||1/1||-|
|R A Whiting (Chief Executive)5, 6||11/11||6/6||-||-||-|
|C J Belsham (Chief Executive Designate)5, 6||11/11||6/6||-||-||-|
1. During the year, additional Board meetings were held on specific subjects.
2. R J Armitage and D M Moore are not members of the Disclosure Committee but normally attend Disclosure Committee meetings by invitation.
3. D M Moore was appointed on 1 September 2022.
4. D S Downie resigned as of 29 September 2022.
5. R A Whiting and C J Belsham are not members of the Audit Committee but attend Audit Committee meetings by invitation.
6. R A Whiting and C J Belsham are not members of the Remuneration Committee but attend Remuneration Committee meetings by invitation.