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Corporate Governance

The directors of WCN Plc are committed to delivering high standards of Corporate Governance and ensuring its effectiveness to maximize shareholder value.

The directors acknowledge the principles set out in the Combined Code issued by the committee on Corporate Governance. The Directors intend to comply with the recommendations of best practice as set out in the Cadbury and Greenbury Reports and in this connection the Board has taken into account the guidance issued by the City Group for Smaller Companies.

The board

The board is responsible for formulating, reviewing and approving the company’s strategy, budget, expenditure and appointment of senior resources. It is accountable to shareholders for the performance and activities of WCN Plc. At the year end, the company had three executive directors.

The Audit Commitee

The Audit Committee is comprised of Ian Moore and Paul Hipps who meet at least twice a year. The Audit Committee’s responsibility lies in ensuring that the reporting and monitoring of WCN’s financial performance is properly carried out. It is also responsible for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems.

The Remuneration Committee

The Remuneration Committee is comprised of Ian Moore and Charles Hipps where one of the members is a non-executive director. The Remuneration Committee meets at least once a year and is responsible for reviewing the performance of executive directors and senior employees, determining WCN’s policy on remuneration taking into account the interests of shareholders. Share option schemes are also handled by the Remuneration Committee. The remuneration committee will also determine the payment of bonuses to executive directors and the allocation of share options to employees.

Internal Control

Internal controls for the assurance on the reliability of the financial information used within the business and the safeguarding of the assets are the responsibility of the directors. However, as with any internal controls, they can only provide reasonable and not absolute assurance with respect to the preparation of the financial information and the safeguarding of the assets.

The key procedures of financial control are as follows:

Control Environment
WCN has a clear organizational structure with well-defined lines of responsibility and delegation of appropriate levels of authority.

Risk Management
The board reviews regularly the business strategy and plans.

Financial Reporting
There are comprehensive budgets and forecasts with monthly reporting of actual results against targets, approved by the board and reviewed on a regular basis.

Control Procedures and Monitoring Procedures
These ensure authorisation levels and procedures and other systems of internal financial controls are documented and reviewed on a regular basis.