
with shareholders throughout the year
and particularly around the time of results
announcements. During the year, meetings
were held with major shareholders
following the preliminary results in March
and the interim results in July.
The Senior Independent Director is also
available should any shareholder wish
to draw any matters to his attention.
The Directors are available for comment
throughout the year and at all General
Meetings of the Company. Centaur values
the views of its shareholders and recognises
their interest in the Company’s strategy and
performance, Board membership and quality
of management. The Group therefore has
an active programme to meet and make
presentations to its current and potential
shareholders to discuss its objectives.
More details on engagement with our
stakeholders are set out in the Section 172
Statement in the Strategic Report on pages
25 to 28.
Investors are encouraged to attend the
AGM and to participate in proceedings
formally or sharing their views with Board
members informally after the meeting. The
Chairs of the Audit, Remuneration and
Nomination Committees are available to
answer questions. Separate resolutions are
proposed on each issue so that they can
be given proper consideration and there is
a resolution to approve the annual report
and financial statements. Consistent with
last year’s AGM, shareholders will be given
the opportunity to email questions to the
Board prior to the AGM in 2023.
The Company counts all proxy votes and
indicates the level of proxies lodged on
each resolution, after it has been voted on
by a show of hands. All shareholders can
gain access to the annual reports, trading
updates, announcements, research, press
releases and other information about the
Company through the Company’s website,
www.centaurmedia.com.
Risk assessment
Risks that affect or may affect the
business are identified and assessed,
and appropriate controls and systems
implemented to ensure that the risk is
managed. The Group’s risk register is
kept by the Company Secretary with input
from the Executive Committee and Head
of Legal and is reviewed by the Audit
Committee regularly with appropriate
mitigation actions also being reported to
and overseen by the Audit Committee.
Principal and
emerging risks
The principal and emerging risks facing the
Group, with associated mitigating controls,
are detailed on pages 40 to 43 within the
Strategic Report.
Ethics
The Group carries out its business in a
fair, honest and open manner, ensuring
that it complies with all relevant laws and
regulations. The Company has specific
policies on fraud, Director conflict, bribery,
whistleblowing and slavery and human
trafficking, which are widely distributed
and compliance with these policies is
monitored. The HR team ensures that new
job opportunities are made available to
existing employees as well as to outside
applicants and that all employees are
able to benefit from training, career
development and promotion opportunities
where appropriate. The recruitment of new
personnel is made without prejudice and
the Group believes in equal opportunity
and encourages diversity. The analysis
of the Group’s workforce and Board by
gender is set out in the Environmental,
Social and Governance Report on page 38.
Through all our interactions with our
customers and partners we ensure that we
treat them fairly and openly while abiding
by the terms of contracts and relevant law.
Equally, we treat our suppliers fairly, and
do not exploit them or their employees,
including the objective of paying all
suppliers within the agreed payment terms.
Monitoring of controls
The Board has overall responsibility for the
effectiveness of the Group’s system of risk
management and internal controls, and
these are regularly monitored by the
Audit Committee.
Details of the activities of the Audit
Committee in this financial year can be
found in the Audit Committee Report on
pages 55 to 57.
Greenhouse gas emissions
The disclosure in respect of the
greenhouse gas emissions of the Group
that are attributable to human activity in
tonnes of carbon dioxide is set out in the
Environmental, Social and Governance
Report on page 36.
Fraud
While the Group cannot guarantee
to prevent fraud, an internal control
framework is in place to reduce the
likelihood of fraud arising. The Group’s
whistleblowing policy is available to
employees on the Company’s intranet,
should any employee become aware of any
incidence of fraud.
Directors’ conflicts
Group and subsidiary Directors are
required to notify their employing company
of all directorships they hold. Annual
conflict of interest disclosures require
them to disclose such directorships or
other relationships, which they or a person
connected to them may hold. Richard
Staveley represents significant shareholder
interests as an adviser to Harwood Capital
and when appropriate will recuse himself
from Board discussions if there is the
possibility of a conflict. These are reviewed
by the Board to assess the impact on the
Company and whether it would impair the
Group’s objectives.
Bribery Act 2010
In response to the Bribery Act 2010,
the Board performed a risk assessment
across the Group and formalised its policy
to prevent bribery. The Board has in
place processes to prevent corruption or
unethical behaviour. The policy explains
what is considered a bribe or facilitation
payment, which are prohibited, and
provides guidance over the levels of
gifts, entertainment and hospitality that
are considered reasonable. Training is
mandatory for all employees. During 2022,
an online training programme was made
available to all employees. The Group’s
policy is communicated to all appropriate
third parties. The more rigorous processes
around declaring Directors’ interests
and identifying potential conflicts have
improved the regular monitoring of the
Group’s policy.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
53
GOVERNANCE REPORT