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Unfairpak Forum - How Farepak Stole Christmas • View topic - Directors

Unfairpak Forum - How Farepak Stole Christmas

On Friday 13th Oct 2006 - Farepak Hampers went into administration. Over 100,000 customers were told that no food hampers or vouchers or other goods will be supplied this Christmas as promised, and no refunds! Share your thoughts here...
Winners - Scottish Polictian of the Year Award
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PostPosted: Wed Oct 18, 2006 11:13 am 
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Look what google cache spat out:

Corporate Governance
The Board has made significant progress in implementing the recommendations of the new Combined Code on Corporate Governance. The chairmen of the Audit, Remuneration and Nomination Committees will be available to answer questions at this year’s AGM to be held on 28th September 2005.

The Board
The Board of Kleeneze plc currently comprises the Chairman, three executive directors and three non-executive directors as follows:

Sir Clive Thompson, Chairman
William Rollason, Chief Executive
Chris Hulland, Finance Director and Company Secretary (resigned 3st December 2005)
Stevan Fowler, Finance Director and Company Secretary (appointed 1st January 2006)
Nicholas Gilodi-Johnson, Executive Director
Paul Munn, Senior Independent Non-executive Director
Neil Gillis, Independent Non-executive Director
Stephen Roberts, Non-executive Director (resigned 28th September 2005)
Michael Johns, Non-executive Director (appointed 28th September 2005)
Biographies for all current directors are given in the Management Team page of this website.

The Board has delegated certain matters to standing committees details of which are given below. Responsibility for the management of each subsidiary rests with subsidiary Board directors, however the Board has adopted a formal schedule of matters specifically reserved for its decision. These include the approval of Group budgets, forecasts, financial results, interim dividends, final dividend recommendation, major capital expenditure proposals, acquisitions and disposals. Procedures have also been established to allow all members of the Board to make contact with and discuss matters affecting the Group with its external auditors and its legal advisers.

The Board as a whole is responsible for the Group’s risk assessment and systems of internal control in order to safeguard shareholders’ investment and the assets of the Group.

Board evaluation
The Board has instituted a formal procedure for the annual evaluation of Board members in their capacity as directors of the Company and as members of the committees of the Board. The results of this evaluation have been communicated with each director. The evaluation was conducted on 31st March 2005.

Board meetings
All directors have access to the Company Secretary’s advice and services. The Company Secretary is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary also ensures that the directors receive appropriate training as necessary.

During the year the Board met every month with the exception of August 2004. All directors attended every meeting during their term of office with the exception of Stephen Roberts who did not attend the meeting held on 27th April 2005 as he was overseas. The Audit Committee met on 1st July 2004 and 8th December 2004 and the Remuneration Committee on 26th May 2004 and 23rd February 2005. All committee members attended every meeting during their term of office.

Board Committees
There are currently four sub-committees of the Board: the Audit Committee, the Remuneration Committee, the Nomination Committee and the Non-Executive Directors’ Fees Committee. The role and function of the committees is as follows:

Audit Committee
The Audit Committee comprises Paul Munn (Chairman) and Neil Gillis, and meets not less than twice annually. The executive and non-executive directors also attend meetings by invitation. The Committee provides a forum for reporting by the Group’s external auditors. The Committee also reviews the requirement for an internal audit function and has, so far, concluded that this is not necessary in view of the size and structure of the Group.

The Audit Committee’s terms of reference include the approval of interim and final financial statements, review of accounting policies and the monitoring of the Group’s internal controls. The Committee’s terms of reference also include keeping under review the scope and results of the audit and its cost effectiveness, the auditors’ independence and objectivity and reviewing the nature and extent of non-audit services provided by the auditors (seeking always to balance the maintenance of objectivity and value for money).

Remuneration Committee
The Directors’ Remuneration Report is set out on pages 20 to 23 of the 2005 Report and Accounts. It is the role of the Remuneration Committee to set the remuneration levels and performance-related incentives for the executive directors and various senior managers in the Group and oversee the Group’s share option schemes. The members of this Committee are Neil Gillis (Chairman) and Paul Munn.

Nomination Committee
This Committee is responsible for recommending Board appointments having regard to the balance and structure of the Board. Where appropriate external search consultants are used to assist in this process. The members of this Committee are Sir Clive Thompson (Chairman), Neil Gillis and Paul Munn. All directors are subject to re-election at least every three years.

Non-Executive Directors’ Fees Committee
The Committee is responsible for recommending the fees and other benefits of the non-executive directors, other than the Chairman. Its members are Sir Clive Thompson, William Rollason and Stevan Fowler.

Communications with shareholders
Communications with shareholders are given high priority. The Finance Review on pages 16 and 17 of the 2005 Report and Accounts includes a detailed review of the business and future developments. There is regular dialogue with institutional shareholders including presentations after the Group’s preliminary announcement of the year end results and at the half year.

The Board uses the AGM to communicate with private and institutional investors and welcomes their participation. Details of resolutions to be proposed at the AGM on 28th September 2005 can be found in the Notice of the Meeting on pages 59 and 60 of the 2005 Report and Accounts.

Internal control
The directors are responsible for the Group’s systems of internal control, which are designed to safeguard shareholders’ investment and the assets of the Group. The Audit Committee reviews the effectiveness of the system of controls and reports its findings to the Board. These control systems cover the safeguarding of assets, maintenance of proper accounting records and reliability of financial information used by the business. Such procedures can only be relied upon to manage, rather than eliminate, the risk of failure to achieve business objectives and provide reasonable, and not absolute, assurance against material errors, losses or frauds.

An ongoing process, in accordance with the guidance of the Turnbull Committee on internal control, has been established for identifying, evaluating and managing the significant risks faced by the Group. The process has been in place for the full year under review and up to the date of approval of the Annual Report and Financial Statements.

The major aspects of the Group’s internal control systems are summarised below:

Control environment
The Group consists of four main operating subsidiaries, each with its own management and control procedures. The Chief Executive is actively involved in the management of all Group businesses and the implementation of their internal controls. Meetings are regularly held with operational management during which trading results are reviewed, business risks are assessed and procedures are set in place to minimise or control those risks. Formal reviews are carried out monthly.

Procedures exist to ensure the approval of significant financial commitments and expenses by appropriate executive personnel.

Risk assessment
There is a re-assessment of business risks on an annual basis. This is carried out by the operational management and reviewed by the Board. The Audit Committee reviews the way in which the assessment has been carried out and reviewed in order to ensure that the procedure will allow for the identification of all major risks. These reports cover the key risks which impact upon the trading performance of each business. Additional internal reports are prepared as required by the operational management and are reviewed by the executive directors and senior executives.

Management information
An annual budget is prepared by the operational management before the start of each financial year. This is reviewed by the Board to ensure that it adheres to the Group’s overall strategy and that it is robust in its preparation. Detailed monthly accounts are compared against forecast results with projections for the financial year being made quarterly or more frequently if necessary. Major variances from the forecast are analysed promptly and remedial action taken where appropriate.

Analyses of sales and cash movements are reviewed weekly by the executive directors.

Key performance indicators are produced monthly by each operating unit and are used to assess the achievement of business objectives.

Compliance with the Code of Best Practice
In the following respects the Company has not, throughout the whole of the financial year ended 28th April 2005, complied with Section 1 of the Combined Code on Corporate Governance:

There is no letter of appointment for Stephen Roberts in respect of his services as a director.
As set out in the Directors’ Remuneration Report, the Remuneration Committee has used the committee members’ wide knowledge of current good practice relating to directors’ remuneration.
Until 27th October 2004 the Audit and the Remuneration Committees were not wholly comprised of independent non-executive directors as Sir Clive Thompson and Stephen Roberts were members and, under the provisions of the Combined Code, are not considered to be independent for the purposes of the Combined Code. With effect from 27th October 2004 the Committees became compliant upon the resignation of Sir Clive Thompson and Stephen Roberts from membership.
On 27th October 2004 the Company appointed Paul Munn as the senior independent non-executive director. The Company was not compliant with this provision of the Code prior to this date.


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PostPosted: Wed Oct 18, 2006 9:58 pm 
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PostPosted: Fri Oct 20, 2006 12:29 am 
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PostPosted: Fri Oct 20, 2006 10:57 am 
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here we go - a first attempt:

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PostPosted: Fri Oct 20, 2006 11:12 am 
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Is there anyway we can find out the full list of his 125 company appointments?

I would suggest boycotting all of them.


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PostPosted: Sat Oct 21, 2006 2:41 pm 
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PostPosted: Sat Oct 21, 2006 5:37 pm 
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I'm sure most Farepak customers are just like me - a normal working-class person who does not 'take' the Financial Times or follow the stock market.

We shouldn't have to!

I thought the directors of a limited company had legal obligations to run the company in a fit and proper way - not to cynically take money for orders they know they will be unable to fulfill.

The only 'clues' we should be talking about should belong to the CRIMINAL INVESTIGATION that should now be taking place.

K


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PostPosted: Mon Oct 23, 2006 8:43 pm 
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PostPosted: Mon Oct 23, 2006 9:45 pm 
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PostPosted: Tue Oct 24, 2006 9:19 am 
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we need to find out what other positions these shady directors hold with other companys so far all i have managed to find out is that mr rollason is with jessops and kleaneze any 1 else know where they hold positions
:?


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PostPosted: Tue Oct 24, 2006 10:00 am 
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I did wonder what his other 123 companies are... most of them are directors of lots of companies.

Not sure how to get them all listed. It should be public knowledge.


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