Corporate Governance

The Company complies with the requirements of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance and updated. The Directors consider this appropriate given the Company’s size and nature.

Remuneration Committee

The remuneration committee reviews the performance of the executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. It also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration committee meets as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code. Members of the remuneration committee are Tony Bourne, who acts as chairman of the committee, and Bob Holt.

Audit Committee

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee meets not less than four times in each financial year and has unrestricted access to the Group’s auditors. Members of the audit committee are Mike Rogers, who acts as chairman of the committee, and Bob Holt.

Directors’ Responsibilities

Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss for each period. In preparing those financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Totally plc are also fully compliant with all NHS requirements for:

  • Information governance
  • Information security
  • Common assurance framework
  • IT management
  • Quality management

These specifically include:

ISO 27001 – Information security ISO 9001 – Customer quality IG Toolkit, Level 2