Board responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Compliance

The Board recognises the value and importance of high standards of corporate governance and observes the requirements of the Corporate Governance Code published by the Quoted Companies Alliance (QCA). The Board believes that the application of the QCA Code will support the Company’s medium to long-term success by ensuring that strong corporate governance procedures are in place. The intention of the Board is to use and communicate the principles of the QCA Code in order to create a positive corporate culture and to mitigate business risks.

The Company complies with all the provisions of the QCA Code with the exception of the following:

  • Nomination Committee: The Company does not have a separate Nomination Committee as the Board is small and relatively stable. Any appointments are for the matter of the Board as a whole.
  • Audit Committee: The roles and responsibilities of the Audit Committee can be found within “Principle 9” and a separate Audit Committee Report is not produced.
  • Board evaluation: There has been no formal evaluation of the Board. It is anticipated that this will occur in the future

Remuneration Committee

The Remuneration Committee reviews the performance of each Executive Director and sets the scale and structure of their remuneration and the basis of their service agreement with due regard to the interests of shareholders. To ensure that the Group’s remuneration practices are market competitive, the Committee takes advice from various independent sources. The Board determines the remuneration of each of the Non-Executive Directors with the support of external professional advice if required. No Director participates in any discussion regarding his/her own remuneration.

Statement of Directors’ responsibilities

The Directors of Fulcrum Utility Services Limited (“the Directors”) have accepted responsibility for the preparation of the Annual Report, the Strategic Report, the Directors’ Report and the non-statutory consolidated accounts for the year ended 31 March 2020, which are intended by them to give a true and fair view of the state of affairs of the Group and of the profit for that period.
They have decided to prepare the non-statutory consolidated accounts in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRSs as adopted by the EU”).

In preparing these non-statutory consolidated accounts, the Directors have:

  • Selected suitable accounting policies and applied them consistently;
  • Made judgements and estimates that are reasonable and prudent;
  • Stated whether they have been prepared in accordance with IFRSs as adopted by the EU;
  • Assessed the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
  • Used the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for such internal control as they determine is necessary to enable the preparation of non-statutory consolidated accounts that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.


The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is incorporated in the Cayman Islands and domiciled in the UK. The Company is not required to prepare audited financial statements under Cayman Islands company law; however, the Company is required under AIM Rule 19 to provide shareholders with annual audited consolidated financial statements for the year ended 31 March 2020.


The Directors have requested Cooper Parry Limited to undertake a non-statutory audit of the Company’s consolidated financial statements in order to discharge their obligations under AIM Rule 19. The audit report issued by Cooper Parry has therefore been addressed to the Company and not the members, as would be the case with a statutory audit.

 

Board

Audit Committee

Remuneration Committee

Philip Holder

12/12

1/1

1/1

Daren Harris

10/12

Daren joined the board on 24 June 19

 

 

Stephen Gutteridge

12/12

1/1

1/1

Terry Dugdale

2/12

Terry joined the board on 29 January 20

 

 

Jeremy Brade

0/12

Jeremy was appointed to the board after all meetings had taken place

 

 

Jonathan Turner

0/12

Jeremy was appointed to the board after all meetings had taken place

 

 

Jennifer Babington

0/12

Jeremy was appointed to the board after all meetings had taken place

 

 

Wayne Hayes

10/12