The following Directors served during the year ended 30th November 2008.

Rodney Graves
Ralph Stross
Terry Krell
Ian Walmsley

Rodney Graves
(Aged 66) is a Chartered Accountant and was the Senior Corporate Finance Partner at Binder Hamlyn. He has been a non-executive Director of a number of official List and AIM companies.

Ralph Stross
(Aged 57) is an entrepreneur who has been involved in the vehicle sales and financial services industries. In 1986 Mr Stross was a co-founder of Bankhall Investment Management Ltd (“BIM”), subsidiaries of which had, in August 2000, annualised commission income in excess of £200 million. Mr Stross retired as a Director of BIM in October 1998. He then became a major shareholder and investor in Eagle-i. In 1999 Mr Stross became an Executive Director of Eagle-i, initially responsible for overseeing the development of Eagle-i’s products.

Terry Krell
(Aged 53) is a Chartered Surveyor. He has been involved in the property market for most of his career and has run several property companies. Mr Krell became a shareholder in Eagle-i in February 1998 and along with Mr Stross assumed an executive role in September 1999. Since March 2003, Mr Krell has taken a non-executive position on the Board.

Ian Walmsley (Chief Executive Officer)
Ian Walmsley (aged 42) has over 15 year’s management experience within rapid growth telematics and high technology companies, both in the UK and internationally. Prior to joining Eagle-i, Ian was Director of Partnerships at Cybit Limited, a wholly owned subsidiary of CybIT Holdings Plc, the AIM quoted vehicle telematics provider, where he established and led the development of their indirect sales business during a period in which CybIT grew its annual revenues from £623,000 to £13.3m.

Corporate Governance Board Responsibilities and Committees
The Directors recognise the value of the Combined Code and, although Companies admitted to trading on AIM, are not required to give corporate governance disclosure, have chosen to provide the following information. The Directors believe the information below will be of assistance to shareholders taking account of the scale and nature of the Group’s activities.

Board of Directors
The Board comprises three non-executive Directors. The Board meets formally on a regular basis to review issues requiring formal discussion. All significant business decisions are discussed and sanctioned by the Board. The Board as a whole appoints new Directors.

Audit Committee
Audit Committee meetings are held as required. The Audit Committee is chaired by Rodney Graves. The other members of the committee are Ralph Stross and Terry Krell. The Audit Committee has unrestricted access to the Group’s external auditors.

Remuneration Committee
The Remuneration Committee is chaired by Rodney Graves and includes Ralph Stross and Terry Krell. The committee determines remuneration, contractual terms and incentives for executive Directors and certain other senior executives. The remuneration and terms and conditions of appointment of the non-executive Directors and the Chairman are set by the Board of the Company. The share option scheme is also administered by the Remuneration Committee. Details of the Directors’ remuneration are given in note 4 to the financial statements.

Relationships with shareholders
The Group encourages dialogue with all shareholders whether private or institutional and responds quickly to all queries.

Internal financial control
The Board of Directors are responsible for the maintenance of the Group’s internal financial control and for reviewing its effectiveness. There are inherent limitations in all systems of internal financial control and, therefore, the systems adopted can only provide reasonable, not absolute, assurance with respect to the preparation of financial information and the safeguarding of assets. The Group operates a comprehensive budgeting, forecasting and financial reporting system. Management accounts are promptly prepared on a monthly basis and presented at Board meetings. Any variances are examined in detail. The Board has established control procedures for all key financial areas of the business, which enable the Board to maintain full and effective control. These controls include procedures for seeking and obtaining approval for major transactions and controls relating to the safeguarding of assets.

Statement of Directors Responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required to give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements the directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


 

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of 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 United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions.

 

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Trusted Partner

AIMFounded in 1996 and listed on the London Stock Exchange,
Eagle-i is one of Europe's longest established telematics providers.