Introduction from the Chairman
As a Company listed on the Alternative Investment Market (‘AIM’) the Company is not subject to comply with the requirements of the UK Corporate Governance Code (‘the Code’); however, the Board recognises the value and importance of good corporate governance. We also utilise recommendations of the QCA Corporate Governance Code for small and mid-size companies (‘QCA Guidelines’).
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 corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration, risk management and internal controls, is set out below.
The Company is supervised by the Board of Directors. The Board comprises two 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 lease eight 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 Board meets at least eight times each year in accordance with its scheduled meeting calendar and the attendance by each Board member at scheduled meetings is shown in the adjacent table.
The Role of the Board
The Board is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is responsible for the management, governance, controls, risk management, direction and performance of the Group. There is a formal schedule of matters reserved to the Board which includes approval of major capital expenditure projects; approval of the annual and interim results; setting 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 judgement 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 least every third year in accordance with the Company’s Articles of Association and the principles of the Code. The Non-executive Directors’ other time commitments are reviewed regularly.
The Nomination Committee is chaired by Terry Stannard, Non-executive Chairman, and comprises Fiona Goldsmith and Chris Rogers the other Non-executive Directors, and John 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 Terry Stannard and comprises himself, Fiona Goldsmith and Chris Rogers. 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 Fiona Goldsmith and comprises herself, Terry Stannard and Chris Rogers. Although all the Committee members are considered to be appropriately experienced to fulfil their role, Fiona Goldsmith and Chris Rogers are considered as having significant and relevant experience in line with the Code. Fiona Goldsmith is due to retire at the 2018 AGM and Chris Rogers will take over the responsibility of chairing the Audit Committee.
Further details of the work of the Committee can be found in the most recent Annual Report and Accounts.
The Board acknowledges that it is responsible for the Group’s system of internal control and for reviewing its effectiveness.
The Board keeps its risk control procedures under constant review particularly with regard to the need to embed internal control and risk management procedures further into the operations of business, both in the UK and overseas, and to deal with areas of improvement which come to management’s and the Board’s attention.
Risk Management Process
The Group’s significant risks, together with the relevant control and monitoring procedures, are subject to regular review to enable the Board to assess the effectiveness of the system of internal control.
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 AGM, at which all committee chairs will be available for questions.