Investors

Reflec PLC

Registered Office
Reflec Plc
Road One
Winsford Industrial Estate
Winsford
Cheshire
CW7 3QQ


Registered Number
3077246

Buying or Selling Shares

For trading in shares please contact JP Jenkins who offer a match share bargain system and will try to buy/sell shares on your behalf.

http://www.jpjenkins.ltd.uk/

Tel 020 7562 3388, or email Barry Jenkins at barry.jenkins@jpjenkins.co.uk

There were no share sales or purchases between 1 August and 31 December 2009.

There was 1 share trade in January 2010; 5,082 shares were traded at 5.75p/share.

There were 3 share trades in February 2010; 2 share trades were for a total of 14,686 shares at 5.75p/share and 1 share trade was for 20,000 shares at 4p/share.

Directors, Officers and Advisors

Directors -

Tim Robinson - Non Executive Chairman
Paul William Holdcroft - Chief Executive Officer
John Kinder – Executive Finance Director
Dr. Brian Sagar – Non Executive Director

Martin Cope - Company Secretary

Auditors -

Howard Worth
Chartered Accountants
Drake House
Gadbrook Park
Northwich
Cheshire
CW9 7RA

Share Registrars and Transfer Office -

Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgewater road
Bristol
BS99 7NH

Corporate Governance
The Board is accountable to the company’s shareholders for good governance and the statement set out below describes how the principles identified in the Combined Code (appended to the Listing Rules) are currently applied by the group.

The Board meets at least 6 times each year and more frequently where business needs require. The Board has a schedule of matters reserved to it for decision and the requirement for Board approval on these matters is communicated widely throughout senior management of the Group. This includes matters such as material capital commitments, business acquisitions and disposals.

There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company’s expense. This is in addition to the access which every Director has to the Company Secretary. The Secretary is charged by the Board with ensuring that Board procedures are followed.
The non-executive Directors have a function whereby concerns relating to the executive management of the company can be raised with them.

To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including regular business progress reports and discussion documents regarding specific matters.

Any Director appointed during the year is required, under the provisions of the Company’s articles of association, to retire and seek election by shareholders at the next annual general meeting. The articles also require that one third of the Directors retire by rotation each year and seek re-election at the annual general meeting. The Directors required to retire will be those in office longest since their previous re-election and this will usually mean that each Director retire at least every three years, although there is no absolute requirement to this effect. In order to comply with the Combined Code, but avoid the expense of amending the company’s articles to deal with this single point, the Board has resolved that each Director will retire at least every three years, even if this is not strictly required by application of the provisions of the articles.

Executive Directors abstain from any discussion or voting at full Board meetings on Remuneration Committee recommendations where the recommendations have a direct bearing on their own remuneration package. The details of each executive Director’s individual package are fixed by the committee in line with the policy adopted by the full Board.

Communication

The Company places a great deal of importance on communication with its shareholders. The full report and accounts are available to all shareholders and to other parties who have an interest in the Group’s performance.

Shareholders also have direct access to the Company via its Registrars and the Company response to numerous communications from shareholders also takes place via the Company website.

There is a regular dialogue with individual institutional shareholders as well as general presentations after the interim and preliminary results. All shareholders have the opportunity to put questions at the company’s Annual General Meeting and the Board makes a presentation at the meeting to highlight the key business developments during the financial year.

Audit and internal control

The Board has procedures in place to implement the guidance Internal Control: Guidance for Directors on the Combined Code. Where appropriate improvements have been made to the monthly management information in the area of risk management and key risk indicators added.

The Board considers risk management and internal control on a regular basis throughout the year.

The Directors are responsible for the Company’s system of internal control which is designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures that the Directors have established to provide effective internal controls are as follows:

Financial Reporting: A detailed formal budgeting process for all Group businesses culminates in an annual Group budget which is approved by the Board. Results for the Company and for its main constituent businesses are reported monthly against the budget to the Board. Updated year end forecasts are made by all divisions at the end of each quarter which takes account of profits achieved and the current trading environment.

Capital Investment: The Company has clearly defined guidelines for capital expenditure. These include annual budgets, detailed appraisal and review procedures, levels of authority and due diligence requirements where businesses are being acquired. Post investment appraisals are performed for major investments.

Internal Control: The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, which complies with the guidance.

Internal Control: Guidance for Directors on the Combined Code: The process is regularly reviewed by the Board.

Audit Committee

The Audit committee reviews the assurance procedures, ensuring that an appropriate mix of techniques is used to obtain the level of assurance required by the Board and reviews the requirement for a formal internal audit function on an annual basis.

Management Information: Management reports on its review of risks and how they are managed to the Risk Committee. The Finance Director provides the Board with monthly financial information that includes key performance indicators.

The Audit Committee on behalf of the Board has reviewed the effectiveness of the system of internal financial control from information provided by management and the Group’s external auditors.

The Audit Committee keeps the scope and cost effectiveness of the external audit under review. The independence and objectivity of the external auditors is also considered on a regular basis, with particular regard to the level of non-audit fees.

Remuneration Committee

The remuneration committee comprises of the Finance Director and two non Executive Directors and meeting take place not less than twice per annum.

No director will attend that meeting when it is considering any terms or conditions relating to that directors own service.

The philosophy of the remuneration committee is to offer total compensation packages in order to attract and retain the relevant high caliber of management. This package will include a basic salary, annual bonus based on performance targets, a pension and share options if appropriate.

Constitutional Documents

The company's Articles of Association are available as a pdf download (0.8 Mb).

Recent Accounts

The most recent annual report is available as a pdf download of 2009 Report & Accounts

Shares In Issue

The current number of shares in issue is: 11,168,257 ord 5p shares

Key Shareholders

as at 10th August 2009

Mr JR Heaton                                                 950,000 shares         8.41%

Barclays Share Nominees Ltd                        860,276 shares         7.70%

TD Waterhouse Nominees (Europe) Ltd        627,798 shares         5.65%

HSDL Nominees Ltd                                       380,793 shares         3.41%

Fiske Nominees Ltd                                       380,920 shares         3.41%