Corporate Governance

The Board, remuneration committee and audit committee manage Dart Group PLC. We have robust internal controls and communicate regularly with our shareholders.

The Board

The Board normally meets at least four times each year for scheduled Board meetings. It also meets as required on an ad-hoc basis to deal with urgent business or to consider and approve transactions as required.

The Board members are:

• Philip Meeson, Group Chairman and Chief Executive
• Trevor Crowley, Senior Independent Non-Executive Director
• Brian Templar, Independent Non-Executive Director
• Mark Laurence, Independent Non-Executive Director

Directors' Interests

Remuneration Committee

The Group’s Remuneration Committee is chaired by Brian Templar and the other member is Trevor Crowley. It is responsible for making recommendations to the Board on the Group's executive remuneration.

The Committee determines the contract terms, remuneration and other benefits for the executive directors. This includes performance-related bonus schemes, pension rights and compensation payments.

Advice on both the Approved and Unapproved Share Option Schemes is provided by KPMG Audit Plc, the Group’s auditor and tax service provider, and Addleshaw Goddard the Group's solicitors, when required. Philip Meeson, Chief Executive, provides advice on the remuneration of the other Executive and Non-Executive directors.

Audit Committee

The Audit Committee is chaired by Trevor Crowley with both Brian Templar and Mark Laurence also being members. The Chief Executive and Group Finance Director attend meetings when invited. It meets at least twice per year.

The Committee also meets with the Executive Directors and senior management, as well as privately with the external auditors.

The Audit Committee is responsible for:

• ensuring the integrity of the information reported to the shareholders.
• receiving the reports from the Group’s external auditors.
• reviewing the half-year and annual reports before their submission to the Board.
• reviewing and approving the financial statements under IFRS.
• reviewing the appropriateness of the Group’s accounting policies.
• reviewing and approving the external auditor’s plan for the audit of the Group’s accounts.
• reviewing the Group’s internal control systems and reporting to the Board on the results of the review.

Internal Control

The Board of Directors is responsible for the Group’s system of internal control and for reviewing its effectiveness. Our system, like all such systems, is designed to manage rather than eliminate the risk of failure to achieve business objectives. It can only provide a reasonable, but not absolute, assurance against material misstatement or loss

The Board identifies, evaluates and manages the significant risks faced by the Group in accordance with the Turnbull Guidance for directors on internal control.

Each business unit reports to the Board on the operating risks that it faces and the actions that it has taken to mitigate them.

The Audit Committee receives and considers a detailed annual report on internal control from the Group Finance Director. The Committee members discuss it in detail with the Group’s external auditors, and subsequently report back to the Board.

The Directors have established an organisational structure with clear operating procedures, lines of responsibility and delegated authority. This ensures that we comply with the laws and regulations and helps the Group to operate efficiently.

Comprehensive guidance on financial and non-financial matters for all managers and employees is given in the Group Management Manual. In particular, there are clear procedures for approval of invoices, capital investment and financial reporting.

Relations with Shareholders

We have a regular dialogue with our institutional shareholders. The Board uses the Annual General Meeting to communicate with private and institutional investors, and welcomes their participation. The Chairmen of the Audit and Remuneration Committees are typically available at Annual General Meetings to answer questions.

We also make presentations to shareholders after the Group’s preliminary announcement of the interim and full year results.

Major Shareholders

The Directors are aware that the following shareholders were interested, directly or indirectly, in 3 per cent or more of the issued share capital of the company as at 31st March 2012:

Dart Group’s Constitutional Documents

Memorandum of Association (735kb pdf)
Articles of Association (641Kb pdf)
Please note, to download these document you will need the latest version of Adobe Reader which you can download here

Registered office

Dart Group PLC
Low Fare Finder House
Leeds Bradford International Airport
Leeds
LS19 7TU
United Kingdom

Company number: 01295221

Dart Group PLC was incorporated in the United Kingdom in January 1977.