AIM Rules for Companies - Rule 26

In conjunction with the rest of the web site and links on this page, this site has been designed to comply with the requirements of Rule 26 of the AIM Rules for Companies – 'Company information disclosure'. This website is owned by Inveresk PLC and hosted by Livelink New Media.

The site was last updated 10/11/2008.

Company Information

Business Description or Investment Strategy.

Inveresk PLC is a specialist manufacturer of quality mould made fine art paper at St Cuthberts Mill, in the south west of England. It is listed on the Alternative Investment Market of the London Stock Exchange.

Our artists papers are some of the most trusted in their field, and include Bockingford an extremely popular watercolour paper, valued for its excellent quality at an affordable price, Saunders Waterford a premium quality watercolour paper, used and respected by professional artists and endorsed by the Royal Watercolour Society, and Somerset a trusted traditional printmaking paper. After research and innovation, the pioneering St Cuthberts Mill also makes some stunning fine art inkjet papers called Somerset Photo Somerset Enhanced and Bockingford Inkjet.

Directors names and biographies

The directors biographies can be found on the following link.

Board of Directors

Responsibilities and committees

Introduction
The Board of Inveresk PLC is committed to achieving high standards of corporate governance, integrity and business ethics for all of its activities. Whilst the Group is not required under the AIM Rules to comply with the Combined Code on Corporate Governance 2003, the Group Board recognises the values of the Combined Code and has taken steps to comply with the Combined Code as far as is practicable and appropriate for a public company of its size and nature.

Directors
The Group Board meets monthly throughout the year and consists of a Non-Executive Chairman (Jan Bernander), one Non-Executive Director (Stephen Mason) and three Executive Directors (Alan Walker, Gordon Thomson and Kieron Green).

Details of the Board are set out on page 10 of the 2006 Annual Report.

The Group Board considers that the Non-Executive Chairman and the Non-Executive Director are independent of the Executive Directors and are free from any business or other relationship that might materially interfere with their exercise of independent judgement. The Non-Executive Chairman and the Non-Executive Director bring experience at a senior level of business operations, finance and strategy.

There is free access to the advice and services of the Company Secretary for all Directors. The Group Board considers the overall strategic direction, development and control of the Group and reviews the financial and operational performance. Various major decisions require Board approval, including the approval of the annual budget, larger capital expenditure proposals, strategy and the review of any significant risks facing the Group. The terms of appointment of the Non-Executive Directors are available for inspection at the registered office of the Company.

A review of the performance of the business is covered within the Chairman's and Chief Executive's Statement and Financial Review detailed earlier in the annual report.

An explanation of the Directors' responsibilities for preparing the financial statements and their report that the business is a going concern is set out within the statement of Directors' responsibilities.

Audit Committee
The Audit Committee comprises Mr Mason and Mr Thomson and is chaired by Mr Thomson, who is a fellow of the Institute of Chartered Accountants of Scotland. The Committee met three times during the past reporting period. The Committee operates within agreed terms of reference, which includes reviewing the Group annual report, financial statements, interim statement and preliminary announcements before recommending their approval to the Board. This process involves meeting with the external auditors to discuss issues relating to the audit and financial control of the Group. The Group's external auditors have unrestricted access to the Audit Committee and attended the three audit committee meetings held during the reporting period. The Executive Directors attend audit committee meetings by invitation.

Remuneration Committee
The Remuneration Committee comprises Mr Bernander, Mr Mason and Mr Walker. Mr Bernander is the Chairman of the Remuneration Committee. The Remuneration Committee meets as often as may be required and reviews the remuneration of the Executive Directors. The Committee operates within agreed terms of reference and utilises the assistance of KPMG Audit Plc to ensure the remuneration is commensurate with comparable companies. KPMG Audit Plc are also auditors to Inveresk.

Nominations Committee
Currently there is no Nominations Committee and therefore the Group does not comply with the Combined Code in this respect. The Group does not feel given their size, that there is a need for a Nominations Committee currently but will review the situation periodically.

Internal Control
The Board has overall responsibility for the Group's system of internal financial and operational controls and the on-going review of their effectiveness. The controls are designed to safeguard the Group's assets and the investments of shareholders. However, any system of internal control can only manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material mis-statement or loss. The main features of the Group's internal control system include:

Allocation of responsibilities - Terms of reference are in place for all of its committees. The Group has clearly defined delegations of authority and authorisation limits to the executive management.Identification of risk - The Board is responsible for identifying the main business risks faced by the Group and for determining the appropriate actions necessary to manage those risks.

Financial reporting and control - The Group has a comprehensive system for reporting financial results covering profits, assets, liabilities, cash flow and capital expenditure. The system includes regular monitoring of cash, monthly reporting of financial results and comparison with budgets. Budgets are prepared annually for all divisions and reviewed by management and the Board. Regular management meetings are held to monitor performance against budgets, progress in implementing planned changes and the operational efficiency of the businesses.

Investment appraisal - All capital expenditure is authorised by the Board and monitored against an annual budget.

Disaster recovery - The Group has established procedures over the security of data held on the IT Systems and has put in place disaster recovery arrangements.

Internal Audit - The Board does not believe the size of the Group at present justifies a dedicated internal audit function. However, the Board and in particular the Audit Committee will continue to review the need to put in place an internal audit function taking into account the size and nature of the Group.

Performance evaluation of the Board, the Audit Committee and Remuneration Committee and Senior Management of the Company is done in-house. This approach will be periodically reviewed in the future to confirm whether further external evaluation is needed.

By order of the Board

David Pett
Company Secretary
13 August 2007