As a Company listed on the Alternative Investment Market (AIM) the Company is not required to issue a Corporate Governance Statement of Compliance with the principles and provisions of the UK Corporate Governance Code (“the Code”) however the Company voluntarily presents disclosures that reflect the extent of the Company’s application of the Code.
Further details can be found in the most recent Annual Report and Accounts which can be accessed here.
The board supports the principles and aims of the Code. Good governance reduces risk and adds value to our business. Delivering growth and long term shareholder value with effective and efficient decision making is of high importance to the Board.
The Company is supervised by the Board of Directors. The Board comprises three Executive and two Non-executive Directors. There is a clear division of responsibilities between the Chairman, who is responsible for the effective leadership and smooth running of the board, and the Chief Executive Officer who, with the other Executive Directors, is responsible for the running of the Company.
The Board meets at least nine times each year in accordance with its scheduled meeting calendar and the attendance by each board member at scheduled meetings is shown in the Annual Report.
The role of the Board
The Board is responsible for the long term success of the Company. There is a formal schedule of matters reserved to the board. It is responsible for overall Group strategy; approval of major capital expenditure projects; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets, their performance in relation to those budgets and their capital expenditure.
All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting.
Senior executives below board level attend board meetings where appropriate to present business updates.
Board Meetings throughout the year are held at the company’s various sites giving, in particular the non-executive directors, access to the manufacturing sites to gain a greater understanding of the group’s activities.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition the directors have direct access to the advice and services of the Company Secretary.
The Board considers, after careful review, that the Non-executive Directors bring an independent judgment to bear. All Non-executive Directors have contracts which contain six month notice clauses. These are available for inspection at the Company’s registered office and at the Annual General Meeting (“AGM”). All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association and the principles of the Code. The Non-Executive Directors continue to retire for re-election at least every third year and their other time commitments are reviewed regularly.
All Directors undergo a performance evaluation before being proposed for re-election to ensure their performance continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.
The board has Remuneration, Audit and Nomination committees, each of which has written terms of reference. The Company Secretary acts as secretary to the committees. The Board is satisfied that the committees discharged their responsibilities appropriately.
The Nomination Committee is chaired by T Stannard, Non-Executive Chairman and comprises F Goldsmith, the other Non-executive Director and J Sach, the Chief Executive. It makes recommendations to the board on all new Board appointments. The Company’s Articles of Association stipulate that one third of the Directors or the nearest whole number below one third shall retire each year. The Company requires all Directors to submit themselves for re-election at least every three years.
The Remuneration Committee is chaired by T Stannard and comprises himself and F Goldsmith. The Remuneration Committee is responsible for making recommendations to the Board in relation to all aspects of remuneration for Executive Directors and designated senior managers. The Remuneration Committee believes that the presence of the Chief Executive is important when determining the remuneration of the other Executive Directors.
In framing its policy the Remuneration Committee takes into account any factors which it deems necessary, including industry standard executive remuneration, differentials between executive and employee remuneration and differentials between executives. The remuneration of the Non-executive Directors is determined by the Executive Directors.
The Audit Committee is chaired by F Goldsmith and comprises herself and T Stannard. Although all the Committee members are considered to be appropriately experienced to fulfill their role, F Goldsmith is considered as having significant, recent and relevant experience in line with the Code. The Audit Committee meets at least three times each year. It considers any matter relating to the financial affairs of the Group and to the Group’s external audit that it determines to be relevant. In particular the Committee overviews the monitoring of the adequacy of the Group’s internal controls, accounting policies and financial reporting, and provides a forum through which the Group’s external auditors report to the Non-executive Directors.
Further information regarding the work of the Audit committee can be found in the most recent Annual Report and Accounts.
Relations with shareholders
The Group encourages two way communications with both its institutional and private investors and responds in a timely fashion to all queries received. All shareholders receive notice of the Annual General Meeting at which all Committee chairs will be available for questions.