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Annual Report & Accounts 1998

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Other Senior Management

Precious Metals

K Green Operations Director, Platinum R J Tait Operations Director, Chemicals P E Tape Finance Director B J Doherty Managing Director, Australasia

Catalytic Systems

N A P Carson Division Director CSD, President CSD Worldwide L C Pentz President CSD North America P G Emmel Managing Director, European Region D B MacDermot Finance and Planning Director

Pharmaceutical Materials

F K Sheffy Vice President and General Manager, Pharmaceutical

Electronic Materials

B E Pouliquen Executive Vice President M R Baxter President, Laminate Products G J Coates Finance Director N M G Davey President, Assembly Products D J Miller President, Wafer Fabrication Materials

Ceramic Materials

C M Hood Managing Director, Decorative Products V Ros Managing Director, Tile Products J M Shears Finance Director

Corporate

Y Katoh Chairman, Japan S Farrant Senior Legal Adviser I D Godwin Group Public Relations Manager M J L Henkel Group Taxation Manager G McGuire Director, Technology Centre D W Morgan Group Corporate Development Director I F Stephenson Director, Information Technology and Environment, Health and Safety and Personnel

Group Management Structure

The group's organisational structure is focused on its four wholly owned divisions. These entities are all separately managed, but report through to a Board director. The Group Control Manual, which is distributed to all senior managers, clearly sets out the composition, responsibilities and authority limits of the various Board Committees and also specifies what may be decided without the need for central approval.

Identification of Risks

The group's Treasury policies are discussed in the Financial Review. The principal aspects of these policies are discussed and approved by the Board. There are clearly defined authority limits, relating principally to capital expenditure, contractual agreements and matters of Treasury policy, which may not be exceeded by divisional management without reference to a committee of the Board. Specific criteria exist for the approval of significant contracts and other legal agreements. Significant items of this nature are reviewed by a committee of the Board.

Principal Information and Control Systems

There is a comprehensive budgeting process. Divisional budgets are reviewed by the Board. Variances from budget are closely monitored. Monthly management reports from the divisions, which are reviewed by the Board and other senior group management, include earnings, balance sheet and cash flow information. Returns achieved on capital expenditure are monitored on a regular basis.

Monitoring

The Audit Committee meets at least twice a year to review the half year and year end accounts and all significant internal financial control concerns. Both internal and external auditors attend and participate in these meetings.

The Internal Audit function is responsible for monitoring the group's systems of internal financial control and the integrity of the financial information reported to the Board. Internal Audit liaise closely with the group's external auditors, who review the system of internal controls to the extent necessary to support their audit opinion. The high intrinsic value of many of the metals with which the group is associated necessitates the existence of stringent physical controls over precious metal held at the group's sites. These controls include a comprehensive programme of audits by the group's Security Department. The Board has formally reviewed the effectiveness of the internal financial control and business management systems of the group.

Going Concern

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have, therefore, adopted the going concern basis in preparing accounts.

Corporate Governance Review

The auditor, KPMG Audit Plc, has confirmed that in its opinion, with respect to the directors' statements above on internal financial control and going concern, the directors have provided the disclosures required by the Listing Rules of the London Stock Exchange and such statements are not inconsistent with the information of which it is aware from its audit work on the accounts, and that the directors' statement appropriately reflects the company's compliance with the other paragraphs of the Cadbury Code of Best Practice specified by the Listing Rules for their review. The auditor has carried out its review in accordance with the relevant guidance issued by the Auditing Practices Board, which does not require it to perform any additional work necessary to express a separate opinion on the effectiveness of either the group's system of internal financial control or corporate governance procedures, or on the ability of the group and company to continue in operational existence.

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