After a career with the police force, Ken Dulieu was appointed, inter alia, security adviser to divisions of Allied Breweries plc and Whitbread plc. In 1983, he founded K & J Dulieu Limited (trading as Capitol Consultants), later renamed Capitol Group plc in 1994 on its admission to the Official List. He was Chief Executive of the Company until its sale to Carlisle Holdings plc for £23.5 million in 1998. He became executive Chairman of Capcon Holdings plc on its admission to AIM.
Cliff Cavender is a fellow of the Chartered Institute of Management Accountants and fellow of the Chartered Institute of Management. He trained and qualified with Reed International plc. Subsequently, he held various senior financial positions, including five years as Financial Director for Pizza Express Limited before joining Capitol Group plc in 1994 as Finance Director and company secretary. He became Finance Director and company secretary of Capcon Limited, subsequently Capcon Holdings plc, at the time the Company purchased the business from Carlisle Holdings plc.
Paul Jackson qualified as a Chartered Accountant in 1973 and is Chief Executive of Vantis plc. In addition to his responsibilities as non-executive Director, he also chairs the audit and remuneration committees and undertakes corporate finance activities on behalf of the Company.
Alex Borrelli initially studied medicine and then qualified as a chartered accountant with Deloitte, Haskins & Sells, London in 1982. He has subsequently been active within the investment banking sector and has acted on a wide variety of corporate transactions in a senior role for over 20 years, including flotations, takeovers, mergers and acquisitions for private and quoted companies (on the Official List, AIM and PLUS). He is currently CEO of IAF Capital Limited, a specialist corporate finance advisory business.
The Board comprises two executive Directors and two non-executive Directors who contribute to the functioning of the Board. The Board meets on a regular basis and has a formal schedule of matters specifically reserved for consideration. The Board is specifically responsible for overall Group strategy, including but not restricted to the consideration of operating and financial performance, acquisition policy, capital expenditure and senior personnel appointments.
The Board has established a remuneration committee and an audit committee with responsibilities formally delegated by the Board.
The remuneration Committee currently comprises the two non-executive Directors and K P Dulieu. The committee is responsible for reviewing and determining the Group’s policy on executive remuneration and the allocation of long term incentives to executives and employees.
The Remuneration Committee determines an overall package of remuneration for executive Directors with the aim being to attract and retain high quality executives.
The Audit Committee comprises the two non-executive Directors and C J Cavender. The committee meets at least twice each year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on and that any such reports are understood by the Board.
The Directors acknowledge their responsibilities for maintaining the Company’s system of internal control and for reviewing its effectiveness. It is accepted that any system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The internal control systems are designed to meet the particular needs of the Group. The Group’s systems of internal financial control include but are not limited to the following: