Corporate Governance
(Statement from the Annual Report and Accounts 2008)

Compliance with the Combined Code
Board composition and operation
Nomination Committee
Remuneration Committee
Audit Committee
Treasury Committee
Internal Control
Going concern
Communications with shareholders
Organisation and people

The Board is committed to maintaining high standards of corporate governance throughout the Group and therefore applies, where they are deemed appropriate, the principles of corporate governance set out in the Combined Code (the “Code”) as issued in June 2006. The statement below describes how the directors have applied the principles of corporate governance and the extent to which the principles and provisions of the Code have been complied with during the 52 week period ended 28 December 2008. The one departure from full compliance is explained below.

From 1 January 2009, upon the resignation on 31 December 2008 of DA Shrigley as an executive director, the Board comprises eight directors: the Chairman, two executive directors and five non-executive directors, of whom four are independent in accordance with the terms of the Code. The four independent non-executive directors, in accordance with the Code, are: BM Rose, RK Graham, R Eckelmann and G Collinson. There have been some changes to the composition of the Board during 2008 and these are summarised in the table below: 

Period                                                Number of           Number of non-executive directors 
                                                             executive                         during the period
                                                             directors
                                                        during the period
                                                                                                  Independent       Not Independent   
31 December 2007                                          3                                     3                                2
1 January to 4 March 2008                              3                                    3                                3
5 March to 28 March 2008                               2                                    3                                3
29 March to 31 August 2008                           2                                    3                                2
1 September to 7 September 2008                  2                                    4                                2
8 September to 31 December 2008                 3                                    4                                2
From 1 January 2009                                       2                                    4                                2

The Board considered that on his appointment as Chairman, on 1 January 2008, M Ruettgers met the independence criteria as set out in provision A.3.1 of the Code. Biographical details of the directors serving as at 28 December 2008 are given on pages 20 and 21of the Annual Report and Accounts 2008.

Compliance with the Combined Code

The Group has complied, throughout the 52 week period ended 28 December 2008, with the provisions set out in Section 1 of the Code except that, from 31 December 2007 to 28 March 2008, at least half the Board, excluding the Chairman, did not comprise non-executive directors determined by the Board to be independent. (Code provision A.3.2). However, from 29 March 2008, the Group has complied with this provision of the Code. The Board considers that it has an appropriate number of directors, who amongst them have the appropriate range of skills and experience given the size and complexity of the Group. The Board’s view is that the independent directors are of sufficient calibre and number that their views carry appropriate weight and influence on the Board’s decision making. 

Board composition and operation

The Board considers all of its non-executive directors to be independent in character and judgement. However, only BM Rose, RK Graham, R Eckelmann and G Collinson are independent in terms of Code provision A.3.1 as none of these non-executive directors: 

• has been an employee of the Group within the last five years;
• has, or has had within the last three years, a material business relationship with the Group;
• receives remuneration other than a director’s fee, participates in the Company’s share option schemes or is a member of the Company’s pension scheme;
• has close family ties with any of the Group’s advisers, directors or senior employees;
• holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
• represents a significant shareholder; or
• has served on the Board for more than nine years.

The division of responsibilities between the Chairman of the Board and the Chief Executive Officer is clearly delineated, set out in writing and is regularly reviewed and monitored by the Board.

BM Rose is the Senior Independent Non-executive Director.

All directors must submit themselves for election at the annual general meeting following their appointment and, thereafter, for re-election at least once every three years. The non-executive directors are generally initially appointed for fixed terms of three years. In 2006, the Board (in accordance with the terms of the letter of appointment) invited RK Graham to serve for an additional period of three years also, effective in 2007, R Eckelmann was invited to serve for an additional period of three years and in 2008 BM Rose for an additional period of two years; these non-executive directors accepted those extensions to their term of appointment. The Group seeks to retain the services of the non-executive directors for periods that may be longer than is recommended by the Code due to their experience and knowledge. The terms and conditions of appointment of non-executive directors are available for inspection at the Company’s registered office during normal business hours. These terms and conditions are also made available for inspection on the day of the annual general meeting.

There is a formal schedule of matters reserved for the Board which has been reviewed and updated since the beginning of 2008. The responsibilities of the Board include: determining and setting the strategic direction of the Group and approving the business plan and annual budget; ensuring that high standards of corporate governance are maintained; monitoring the performance of the Group; approving financing and significant capital expenditure; authorisation of significant transactions; reviewing the Group’s systems of risk management and internal control; approving appointments to the Board and of the Company Secretary; determining the scope of delegations to Board committees; approving policies relating to directors’ remuneration; the appointment and removal of the principal advisers and auditors; and ensuring that a satisfactory dialogue takes place with shareholders. The Board is responsible for reviewing and approving the annual report and accounts, the interim management report and half yearly financial report and quarterly results announcements and for ensuring that these present a balanced assessment of the Group’s position.

The Board delegates to management responsibility, inter alia, for: the implementation of the strategies and policies of the Group as determined by the Board; monitoring the operating and financial results against budgets; and managing and controlling the allocation of capital, human and technical resources. The Board regularly receives detailed financial and operational information in order for it to monitor the performance of the key areas of the business.

The Board normally meets monthly and may meet at other times at the request of any director. The number of scheduled Board meetings and committee meetings attended by each director during 2008 was as follows: 

                             Scheduled              Audit                 Remuneration           Nomination
                             Board                     Committee         Committee                Committee
                             meetings                meetings           meetings                   meetings     
M Ruettgers            8 (8)                      n/a                          7 (7)                           3 (3)
DJ Carey*                2 (2)                      n/a                          n/a                              n/a
AD Milne                  8 (8)                      n/a                          n/a                              n/a
D Shrigley               8 (8)                       n/a                          n/a                              3 (3)
JM Hickey**            3 (3)                       n/a                          n/a                               n/a
JM Urwin***            1 (1)                       n/a                          n/a                               n/a
M Cubitt                   8 (8)                       n/a                          n/a                              n/a
BM Rose                 8 (8)                       5 (5)                       7 (7)                             3 (3)
RK Graham             7 (8)                       5 (5)                       5 (7)                             3 (3)
R Eckelmann           8 (8)                       5 (5)                       7 (7)                             3 (3)
G Collinson****        3 (3)                       2 (2)                       n/a                                n/a

* resigned from the Board on 28 March 2008
** appointed to the Board on 8 September 2008
***resigned from the Board on 4 March 2008
**** appointed to the Board on 1 September 2008 

(The figures in brackets indicate the total number of meetings held in the period during which the individual was a director and a member of the relevant Committee).

When directors were unable to attend Board meetings they were provided with all of the documentation for the meeting and were given the opportunity to provide their views to the Chairman or the Chief Executive Officer regarding the matters to be discussed. The minutes from the meeting were then provided as appropriate.

During the year, the Chairman has held meetings with the non-executive directors without the executive directors present.

An induction process is in place for any new director, tailored to the individual director’s requirements in the light of his or her experience and prior industry knowledge.

In 2008, the Board again applied a formal process for evaluating the performance and effectiveness of the Board, its committees and its members. This was performed through a series of detailed questionnaires completed by the members of the Board and its committees. The results of this evaluation were collated and reported by the Chairman so that follow up actions could be implemented. The general results of this evaluation process were communicated to the rest of the Board and any specific feedback communicated to the individual directors. Appropriate actions were then identified and taken. The Senior Independent Non-executive Director conducts the performance evaluation of the Chairman, taking into account the views of all directors. A formal process of evaluation of the performance and effectiveness of the Board and its committees is conducted on an annual basis.

All directors have access to the advice and services of the Company Secretary and to provision of independent professional advice in furtherance of their duties at the Company’s expense. The Company maintained directors’ and officers’ liability insurance cover throughout 2008. This insurance cover has been renewed for 2009.

The Board has a Nomination Committee, Remuneration Committee and Audit Committee. The terms of reference for each committee can be found on the Investor Relations section of the Group’s website at www.wolfsonmicro.com . The Board also has a Treasury Committee.


Nomination Committee

Committee Chairman:     DJ Carey (until 31 December 2007) 
                                              M Ruettgers (from 1 January 2008)
Committee Members:       DA Shrigley (until 31 December 2008) 
                                              BM Rose 
                                              RK Graham 
                                              R Eckelmann

A majority of the members of the Nomination Committee during the year were independent non-executive directors. The Nomination Committee, which meets not less than once per year, has responsibility for considering the size, structure and composition of the Board and its committees, the retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board. It was considered by the Board to be appropriate to have DA Shrigley as a member of this committee as he has many years of experience in the industry and was able to provide valuable input regarding suitable candidates for the Board.

Having reviewed the composition and structure of the Board in 2008, the Nomination Committee recommended the appointment of an additional independent non-executive director. A thorough recruitment process, involving the services of an external search agency, was undertaken, which included the preparation of a description of the role and capabilities required for the appointment. This process resulted in the appointment, with effect from 1 September 2008, of G Collinson as a non-executive director and member of the Audit Committee.

The appointment of a Chief Executive Officer Designate was announced in September 2008. The Nomination Committee led the recruitment process and an external search consultancy was engaged to assist with this process. The Board specified that the new Chief Executive Officer should be an experienced microelectronics executive, with a background in the customer segments, technologies and regions of import to the Company, and who could provide the leadership and vision to direct the Company into the next phase of its development. This process resulted in the appointment, on 8 September 2008, of JM Hickey as Chief Executive Officer Designate and JM Hickey became Chief Executive Officer with effect from 1 January 2009 upon the resignation of DA Shrigley.

The Nomination Committee considers that the current composition of the Board is satisfactory to provide the proper governance, administration and business counsel of the Company’s affairs. It will continue to monitor the situation in 2009.

The other significant commitments of each non-executive director are required to be disclosed to the Board prior to their appointment and the Board is kept informed of subsequent changes to these commitments. Details of G Collinson’s professional commitments are included in his biography on page 21 of the Annual Report and Accounts 2008. G Collinson holds a number of other directorships but the Board is satisfied that these are not such as to interfere with the performance of his duties as a non-executive director of the Company.

The Terms of Reference of the Nomination Committee were reviewed during the period and there were no significant changes to these terms.


Remuneration Committee

Committee Chairman:    BM Rose

Committee Members:      R Eckelmann 
                                             RK Graham 
                                             M Ruettgers (from 1 January 2008)

Only non-executive directors served on the Remuneration Committee in 2008 although the Chief Executive Officer is normally invited to attend meetings of this Committee. M Ruettgers, upon his appointment as a non-executive director of the Company and Chairman of the Board on 1 January 2008, became a member of the Remuneration Committee.

The Remuneration Committee, which normally meets at least three times a year, has the delegated responsibility: 

• for making recommendations to the Board on the policy for remuneration of executive directors and other senior management;
• for reviewing the performance of executive directors and senior management; and
• for determining, within agreed terms of reference, specific remuneration packages for each of the executive directors and senior management, including pension rights, any compensation payments and the implementation of executive incentive schemes. 

The Board is responsible for setting the remuneration of the non-executive directors subject to the limits contained in the Articles of Association. In accordance with the Remuneration Committee’s terms of reference, no director may participate in discussions relating to his own terms and conditions of service or remuneration. During the period since the beginning of 2008 the Terms of Reference of the Remuneration Committee were reviewed, revised and approved by the Board. The revisions to these Terms of Reference did not fundamentally alter the role and responsibilities of the Remuneration Committee.

During 2008, the business discussed and considered by the Remuneration Committee included: 

• approval of cash bonus payments in respect of 2007;
• review and approval of 2008 salaries for directors and senior management;
• setting of performance targets for 2008 performance-related remuneration for directors and senior management;
• negotiation and approval of remuneration packages for incoming directors and senior management;
• negotiation and approval of remuneration in respect of the leaving arrangements for DA Shrigley (as set out on page 46 of the Annual Report and Accounts 2008);
• obtaining and reviewing comparative remuneration data from external organisations;
• review of compensation structure for employees across the Group;
• establishment of a new company-wide contingent share award scheme for employees;
• review and approval of company-wide contingent share awards;
• review and approval of profit share for all staff;
• review of the Company’s pension arrangements including the funding position of the defined benefit pension scheme;
• review and updating of the Committee’s terms of reference;
• engagement of PricewaterhouseCoopers to provide information and advice regarding executive remuneration practice in the context of benchmarking information, in order to assist the Committee in its consideration of compensation structure for executive directors and senior management for 2009; and
• consideration of 2009 executive remuneration policy.

Further information regarding the activities of the Remuneration Committee in 2008 is included in the Directors’ Remuneration Report which is set out on pages 34 to 50 of the Annual Report and Accounts 2008.

Executive directors can accept external appointments as non-executive directors of other companies and retain any fees paid to them if such an appointment does not conflict with their duties to the Company. Specific approval of the Board is required in each case. While JM Urwin served as an executive director of the Company in the period until his date of resignation on 4 March 2008, JM Urwin was a non-executive director of System Level Integration Limited and he was also served on the board of the Global Semiconductor Alliance; he did not receive any remuneration from these appointments during that period. DA Shrigley is a non-executive director of Rambus, Inc. (a company listed on NASDAQ) and he received and retained the remuneration from this appointment, as set out in the Directors’ Remuneration Report on page 37 of the Annual Report and Accounts 2008.


Audit Committee

Committee Chairman:   RK Graham

Committee Members:     BM Rose 
                                            R Eckelmann 
                                            G Collinson (from 1 September 2008) 

Only independent non-executive directors serve on the Audit Committee and members of the Audit Committee have no links with the external auditors. The Board considers that the members of the Audit Committee have sufficient recent and relevant financial experience to discharge its functions. Members of this committee have considerable past employment experience in either finance or accounting roles or comparable experience in corporate activities. The Audit Committee normally convenes at least three times per year and meets the external auditors at least twice a year with no executive directors present. During 2008 the Audit Committee met five times with the external auditors present at three of these meetings.

During the period since the beginning of 2008, the Terms of Reference of the Audit Committee were reviewed, revised and approved by the Board. The revisions to these Terms of Reference did not fundamentally alter the role and responsibilities of the Audit Committee.

The Audit Committee is responsible for, amongst other things, making recommendations to the Board on the appointment of the external auditors and their remuneration. The Audit Committee considers the nature, scope and results of the auditors’ work and reviews (and reserves the right to approve) any non-audit services that are to be provided by the external auditors (see later reference to Policy on Use of External Auditors for Non-audit Services). On internal controls, the Audit Committee reviews the programmes of both the external auditors and the internal audit function and findings therefrom. It receives and reviews reports from management and the Group’s auditors relating to the Group’s annual report and accounts. The Audit Committee focuses particularly on compliance with legal requirements, accounting standards and the Listing Rules and on ensuring that the auditors have full access to accounting records and personnel to enable them to undertake their work. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.

During 2008, the business discussed and considered by the Audit Committee included: 

• the review of the Group’s preliminary announcement of the financial results for the 52 week period ended 30 December 2007, the 2008 half yearly financial report and the quarterly results announcements prior to approval by the Board and their release;
• the consideration and review of the Group’s 2007 financial statements and the 2008 half yearly financial report prior to Board approval and reviewing the relevant external auditor’s detailed reports;
• monitoring the ongoing compliance with International Financial Reporting Standards (“IFRS”) by the Group and by the Company;
• the consideration and review of the appropriateness of the Group’s and the Company’s accounting policies in accordance with IFRS;
• the review and consideration of the accounting treatment and disclosure of the exceptional charges in the Group’s financial statements for 2008;
• the consideration and review of compliance with legal requirements and the Listing Rules of the Financial Services Authority;
• review of key performance indicators;
• the review and discussion of the proposals from the external auditors and the internal audit function regarding their audit programmes for 2008 with particular regard to the assessment of internal systems and controls;
• the approval of the audit fee and reviewing non-audit fees payable to the Group’s external auditors;
• reports from management on the Group’s main risks and the assessment and management of those risks (including those arising from the global economic downturn);
• the review of the reports from the internal audit and compliance functions and the external auditors on the Group’s systems of internal control and its effectiveness, reporting to the Board on the results of the review;
• the review of the appropriateness of the Group’s (whistle blowing) policy by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters;
• the consideration and review of non-audit services by the external auditors in accordance with the policy regarding the provision of those services;
• the monitoring and assessment of the independence of the external auditors; and
• the review of the performance of the external auditors at the beginning of 2008 which resulted in the Audit Committee recommending that a resolution for the re-appointment of KPMG Audit Plc as the Company’s external auditors be proposed to shareholders at the annual general meeting in June 2008.

The Audit Committee has discussed with the external auditors their independence and has reviewed the written disclosures received from them as required by the Auditing Practices Board’s International Standard on Auditing (ISA) (UK and Ireland) 260 ‘Communication of Audit Matters to those Charged with Governance.’

During 2008, the Audit Committee reviewed the ‘Policy on the Use of External Auditors for Non-audit Services’ which aims to monitor the non-audit services being provided to the Group by its external auditors. The purpose of this review was to consider whether the policy continues to be appropriate or if any amendments to the policy were required. No significant amendments were made to the policy as a result of this review. This policy should ensure that non-audit work is only undertaken by the external auditors when they are the most suited to undertake it. Any non-audit work involving expenditure of more than $30,000 requires approval of the chairman of the Audit Committee. The policy specifically prohibits the external auditors from: making management decisions for the Group; being put in the role of advocate for the Group; or conducting any other work which is prohibited by ethical guidance. The amounts paid to the external auditors during the period for audit and other services are set out in note 4 to the financial statements on page 66 of the Annual Report and Accounts 2008. The amount of non-audit fees is not significant overall and therefore it is considered that KPMG’s independence is not compromised.

The Audit Committee also monitors the arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters (whistle blowing). A policy was implemented and communicated to all staff several years ago which details the arrangements which are in place for the proportionate and independent investigation of such matters and for the appropriate follow up actions. This policy was reviewed during 2008 and is considered still to be appropriate. It is included in the Staff Handbook and is available for reference to all employees on the Company’s intranet.


Treasury Committee

The Treasury Committee is chaired by RK Graham and its other members are: the Chief Executive Officer and the Chief Financial Officer. This committee meets periodically, as required, and provides a report to the Board after each meeting. The Treasury Committee reviews the Group’s overall financial risk management including specific areas such as: foreign exchange risk (and related hedging policies); interest rate risk; credit risk and liquidity management. The policies of the Group and the Company in these areas are explained in note 20 to the financial statements on pages 91 to 97 of the Annual Report and Accounts 2008. The Treasury Committee reports to and makes recommendations to the Board regarding these matters. During 2008, the Committee reviewed the Treasury Policy and considered the hedging policy, as referred to in note 20 of the financial statements on page 91 of the Annual Report and Accounts 2008. 

Internal control

The Board has overall responsibility for the Group’s systems of internal control and risk management and for monitoring their effectiveness. The purpose of these systems is to manage, rather than eliminate, the risk of failure to achieve business objectives, and provide reasonable assurance as to the quality of management information and to maintain proper control over income, expenditure, assets and liabilities of the Group with particular reference to the risks identified. No system of control can, however, provide absolute assurance against material misstatement or loss.

The Board confirms that it has reviewed the effectiveness of the system of internal control for the period under review and up to the date of the approval of the financial statements.

The Board has established an internal control framework consistent with the guidance issued by the Turnbull Committee. The Board seeks regular assurance to enable it to satisfy itself that the systems of internal control are functioning effectively and to ensure that they are effective in managing risks. The key elements of the systems of internal controls are as follows:

Control environment 
The Group has operational and financial controls and procedures. These controls include physical controls, segregation of duties, authorisation controls and reviews by management.

Risk identification 
The Board has established a process of identifying, evaluating and managing the key commercial, financial and general risks facing the Group’s business. This risk identification and review process has been in place for the period under review and up to the date of approval of the Annual Report and Accounts. The Board undertakes a quarterly review to analyse how the key business risks are being managed consistent with the expansion of the business and its risk profile. Regular meetings take place to review the status of actions, procedures and controls aimed to mitigate or manage the key business risks. The outcomes from these meetings are reported to the Board on a quarterly basis. The key business risks identified are taken into account by the Board when assessing the Group’s internal controls.

Financial reporting and monitoring of operations
A detailed annual plan is collated from submissions by each functional department. The plan is reviewed by the executive directors and approved by the Board. The annual plan is rolled forward on a quarterly basis and is used to monitor and control actual performance. Monthly financial information, including trading results, a cash flow statement and balance sheet details are presented and explained, in comparison to the plan, to the Board. The trading and operating results, compared to the plan, for each functional business unit are also reported to the Board each month.

The executive directors hold meetings on at least a weekly basis with the senior managers to review business and financial performance compared to the plan and forecasts and also to discuss operational matters including order levels compared to forecasts, product and project status and manufacturing statistics. Relevant matters arising from these meetings are reported to the Board by the respective members of the senior management team.

Capital investment 
Capital expenditure requirements are assessed as part of the annual plan. Strict authorisation processes are laid down for the making of capital investment commitments against the plan.

Monitoring and corrective action
There are procedures in place to monitor the systems of internal controls. These include the performance of internal audit procedures which are aligned with the areas of key business risk. The annual internal audit plan is reviewed and approved by the Audit Committee. Reports of the findings and conclusions, from the internal audit procedures, are reviewed by the Audit Committee and the status of the implementation of the agreed actions is monitored. The Group has a Quality Management System ‘QMS’, which conforms to BSI EN ISO 9001:2000. This lays out the fundamentals required to control all aspects of product development and delivery in support of the Group’s business goals and customer satisfaction. An integral part of the QMS is the phase review process for delivering and monitoring the introduction of new products. Internal audit procedures are conducted to ensure ongoing compliance with the requirements of BS EN ISO 9001:2000. Management review meetings are held on a regular basis to monitor the effectiveness of the BS EN ISO 9001:2000 system. Third party audits are conducted by British Standard Institution to verify continued compliance with BS EN ISO 9001:2000.


Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review and the Operating and Financial Review on pages 4 to 19 of the Annual Report and Accounts 2008. The financial position of the Group, its cash flows and liquidity position are described within the Operating and Financial Review on pages 13 to 19 of the Annual Report and Accounts 2008. In addition, note 20 to the financial statements includes the Group’s financial risk management objectives; details of its financial instruments and hedging activities; its exposures to credit and liquidity risk and its objectives, policies and processes for managing its capital.

The Group has considerable financial resources comprising, as at 28 December 2008: cash and cash equivalent balances of $12.6 million and short term deposits of $79.6 million, in addition the Group has an undrawn committed multi-option facility of $30 million and this facility expires in March 2011. The Group has no loans or borrowings nor complex financial instruments. The Group has established relationships with a number of the leading global consumer electronics manufacturers and integrated circuits developed by the Group are designed into a range of the end products for these customers. The Group continues to invest in the development of new innovative products. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain general economic outlook.

The directors have reviewed the latest forecast results and cash flow projections. After making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. The financial statements for the 52 week period ended 28 December 2008 have therefore been prepared on a going concern basis.


Communications with shareholders

The directors believe firmly in the importance of communication with shareholders. In order to provide information regarding the Group’s trading and financial performance on a regular basis, the Company produces quarterly results announcements.

The Group also has a policy of maintaining an active dialogue with institutional shareholders through individual meetings with members of the Board and their participation in conference meetings and calls relating to results announcements. After these meetings the views of these shareholders are reported to and discussed by the rest of the Board. All non-executive directors are available to meet with major shareholders if requested. M Ruettgers, BM Rose and RK Graham met with most of the Company’s major shareholders during 2008.

During the period a regular dialogue has been maintained with institutional shareholders, analysts and the financial press. Investor relations and other information is published on the Company’s website.

Shareholders who attend the annual general meeting (“AGM”) are invited to ask questions and meet with the directors informally after the meeting. The numbers of proxy votes cast in respect of each resolution are announced after the resolution has been voted on. Following the AGM in 2008, a summary of the proxy votes lodged was published on the Company’s website. The Company intends to propose a separate resolution at the AGM in 2009 on each substantially separate issue and, in particular, intends to propose a resolution at the AGM relating to the Annual Report and Accounts. The chairmen of the Audit, Remuneration and Nomination Committees are available to answer questions relating to the Annual Report and Accounts at the AGM. Notice of the AGM and related papers are sent to shareholders at least 20 working days before the meeting.


Organisation and people

During 2008 further implementation of the Organisational Development Strategy was achieved with the following key goals being delivered: 

• a reward strategy focused on paying for performance; including establishing and setting a pay positioning policy, salary and benefit benchmarking and a total review of current salaries against the benchmark data;
• a revised grading structure including job evaluation and the update of job descriptions for all roles; with benefits aligned to grades;
• the development of quality leadership, management and technical capabilities through structured and planned development activities; and
• embedded values and behaviours to deliver continuous improvement and execution.

Significant time and resources were focused on the reward activities during 2008.

During 2008, a cross functional team has developed career management practices and policies for implementation in 2009. The aim of the project is to deliver career ladder structures for the various functions and associated process and tools for career management and advancement. It is envisaged that this will assist with employee engagement.

Further work has been carried out by a cross functional project team to embed and evolve the Company’s values and behaviours. In 2009 a revised set of values and behaviours (competencies), which the Company will include in its performance management scheme, will be launched with associated employee briefings and workshops. The evolution of the values and behaviours has taken place following feedback in the employee opinion survey, run in 2008, which suggested that the values were not well understood.

The Company has continued to improve its internal communication programmes and provides regular updates to employees across all locations. These include the Company newsletter, all employee briefings by the Chief Executive Officer and senior management team following the quarterly results announcements, and monthly cascades of business pertinent information. Employees are encouraged by senior management to ask questions in order to enhance their understanding of business developments and the factors affecting the Company and to raise areas of concern or ideas for development or improvement.

Audit Committee Terms of Reference (95 KB)
auditcomm.pdf

Terms of Reference Nomination Committee (62 KB)
nominationterm.pdf

Terms of Reference Remuneration Committee (84 KB)
renumerationterm.pdf