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Disclaimer

Statement by the directors on compliance with the code of best practice

As an AIM listed company, RDF Media Group plc is not required to comply with the provisions of the Combined Code on Corporate Governance published by the Financial Reporting Council that applies to companies with a full London Stock Exchange listing. However, the directors acknowledge the importance and value of good corporate governance procedures and accordingly have selected those elements of the Combined Code that they consider relevant and appropriate to the Group, given its size and structure. The Group's corporate governance procedures are detailed in the annual report and summarised below.

The workings of the Board and its Committees

The Group is controlled through a Board of Directors which is responsible to shareholders for the proper management of the Company and the Group. The Board comprises three non-executive directors (including the non-executive Chairman), Chief Executive, Chief Financial Officer and Chief Operating Officer.

In addition to regular informal meetings, the Board aims to meet formally at least ten times per year. As far as is possible matters are discussed and decided by the Board as a whole. The Board has, however, delegated authority to committees in two specific areas which are the Audit Committee (chaired by Maggie Carver) and the Remuneration Committee (chaired by Richard Eyre).

Performance evaluation

The Board uses a formal and rigorous process, led by the Chairman, for the annual evaluation of the performance of the Board, its principal committees and individual Directors. On appointment the Directors are made aware that their performance will be subject to an evaluation.

Our employees

The Group is committed to the principle of equal opportunities, ensuring that employment terms for its employees are fair, irrespective of race, ethnic or national origin, gender, sexual orientation or religion.

It is the policy of the Group to give equal opportunity of employment to disabled and able-bodied persons according to their suitability to perform the work required. The services of existing employees who are or who become disabled are retained wherever practicable and the Group is committed to applying the provisions of the Disability Discrimination Act 1995.

Relations with Shareholders

In fulfilment of the Chairman’s obligations under the Combined Code, the Chairman provides the Board with feedback on any issues raised with him by shareholders.

The Board is committed to maintaining good communications with shareholders. RDF maintains a regular dialogue with institutional shareholders throughout the year. The executive directors give presentations to analysts and hold one-to-one formal meetings with the Group’s key shareholders immediately following the announcement of the Group’s full year and interim results.

The Company responds formally to all queries and requests for information from existing and prospective shareholders. The Group’s Annual Report and Accounts, preliminary and interim announcements, trading statements and press releases are available on this website.

Financial reporting and going concern

The Board places considerable emphasis on ensuring that all communications with shareholders present a balanced and transparent assessment of the Group’s position and prospects. The Board, or a sub-committee of the Board, reviews and approves results announcements, interim reports, annual reports, the Chairman’s AGM statement and trading updates prior to their release.

Internal control

The Board is ultimately responsible for the Group’s system of internal control and for monitoring its effectiveness.

The Group has a comprehensive process of annual budget preparation, detailed monthly reporting and detailed quarterly re-forecasting. The annual budget is prepared by the executive directors and the Board approves it as part of its normal responsibilities. In addition, the budget figures are re-forecast at least every quarter to facilitate the Board’s understanding of the development of the Group’s overall position through the year and this re-forecasting is reported to the Board in addition to the monthly reporting of actual results.

The Group’s overall controls and procedures are regularly reviewed. The objective of these reviews is to ensure that the Company has a robust framework within which everyday business risks can be managed. This process also exists to provide reasonable, but not absolute, assurance against material loss or misstatement. The Board has reviewed the need to set up an internal audit function but has concluded that the size and nature of the Group’s operations do not warrant such a function at present. The Board will continue to review this position.

Articles of Association

Rule 26 compliance information