Corporate Governance

The Company is listed on AIM and is subject to the ‘City Code on Takeovers and Mergers’. The Company has chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code. The Board is committed to high standards of corporate governance.

Chairman’s Corporate Governance Statement

All members of the Board believe strongly in the value and importance of good corporate governance and in our accountability to all of Altitude’s stakeholders, including shareholders, staff, customers and suppliers. In the statement below, we explain our approach to governance, and how the Board and its committees operate.

The corporate governance framework which the Group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the Board believes are appropriate for the size, risks, complexity and operations of the business and is reflective of the Group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The Board considers that it complies with the principles of the QCA Code, with the following exceptions:

  • a formal Board evaluation exercise has not yet been undertaken
  • due to its size, the Board does not consider a nominations committee to be necessary

Roles and responsibilities of Chairman

Peter Hallett, the Non-Executive Chairman since 25 January 2017, is responsible for running the Board and ultimately for all corporate governance matters affecting the Group. He is a qualified accountant and also chairs the Audit Committee. He is an experienced Executive and Non-Executive Director, having been on numerous Boards of public listed companies.

The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He ensures that the Executive Directors develop a strategy which is supported by the Board as a whole. The Executive Directors, through the Chief Executive Officer, are responsible for executing the strategy once agreed by the Board.

Board composition and compliance

The QCA Code requires that the boards of AIM companies have an appropriate balance between Executive and Non-Executive Directors of which at least two should be independent. Including the Chair, we currently have three Non-Executive Directors who, with the exception of Martin Varley (due his substantial shareholding), are deemed to be independent.

The Non-Executive Chairman and Independent Non-Executive Directors bring wide and varied commercial experience to the Board and Committee deliberations. They are appointed for an initial three-year term, subject to election by shareholders at the first AGM after their appointment, after which their appointment may be extended subject to mutual agreement and shareholder approval. A Non-Executive Director is typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. The Company remains committed to a Board which has a balanced representation of Executives and Non-Executives.

Board evaluation

We support the QCA Code’s principle to review regularly the effectiveness of the Board’s performance as a unit, as well as that of its committees and individual directors. We plan to undertake a board evaluation process, led by the Chairman, during 2019. We may consider the use of external facilitators in future board evaluations.

Shareholder engagement

We have made significant efforts to ensure effective engagement with both institutional and private shareholders. In addition to the usual roadshows following the release of full year and interim results, each of which was expanded to include a greater number of existing and potential new investors, we also provide shareholders with the opportunity to question the Board after the AGM has been closed.

The Board is aware that following the introduction of the Markets in Financial Instruments Directive II (MiFID II) regulations at the start of 2018, private investor access to research on public companies has been restricted. We have not yet commissioned any “paid for” research from third party analysts and have no current intention of doing so.

The Board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its audit committee. The Directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

10 Principles of the QCA Code

1: Establish a strategy and business model which promote long-term value for shareholders

The Group’s main strategic objective is to provide a leading marketplace for personalised products in the USA and the UK.

The market for promotional products in the US is estimated to be worth approximately $23.3 billion per annum. Approximately 76% of transactions are carried out offline (defined as an order placed by a consumer through traditional means and not via an online store or website). However, this percentage increases to approximately 90% for smaller distributors who comprise approximately 42% of the market. Additionally, it is very fragmented with some 4,000 suppliers and 22,000 distributors serving a very broad customer base spanning individual consumers to very large corporates and non-profit organisations.

Altitude has developed a scalable platform that enables both offline and online promotional product transactions to be executed, allowing Altitude to generate revenue through charging transaction fees on orders initiated on the platform.

This has been achieved by combining the Company’s e-commerce trading platform, Channl, with the existing cloud-based CRM and order management system. This combined offering, now branded as ChannlPro, can be white-labelled to any specific solution. The Group is now pursuing a number of such opportunities across both the US and UK markets.

The ChannlPro offering brings a number of advantages to suppliers, distributors and end-users of promotional products and is supported in part by the Group’s patented ArtWorktool technology, which provide an elevated user experience for end buyers and valuable proofing and process efficiency tools for suppliers.

With a clear data and technology driven corporate mission to drive promotional product sales via our platforms, we are committed to on-boarding both users and suppliers to fill the pipeline that will earn transaction fees back to Altitude. It is notable that the pace at which we can scale the business rapidly will rely on our ability to onboard large numbers of users.

Outside of technology, in the UK the group retains a catalogues and exhibitions business for the promotional products industry.

The key risks and uncertainties we face include:

  • a significant deterioration in economic conditions, particularly in USA affecting SME’s, the principal target customers for the Group’s technology products
  • significant delays and or cost overruns in developing and delivering products to meet customer requirements in the targeted market sectors
  • predatory pricing or other actions by established competitors in our market sectors.
  • a significant, adverse movement in the short-term in the US $ exchange rate compared with GBP
  • the propensity of distributors and resellers to migrate orders online through the Channl and offline through “white labelled” ChannlPro websites provided
  • deteriorating retention of the external customer base of the acquired AdProducts business
  • continued decline in publications and exhibitions sectors

In all cases the Group seeks to mitigate these risks wherever possible by offering products that have market leading functionality and are backed by customer focused service of a high quality. In addition, we manage development projects closely and ensure that we continue to offer services that meet our customer needs.

A further explanation of the Group’s strategy, business model and key risks can be found on page 8 of our annual report.

2: Seek to understand and meet shareholder needs and expectations

Responsibility for investor relations rests with the CEO, supported by the CFO. During 2018 the following activities were pursued to develop a good understanding of the needs and expectations of all constituents of the Group’s shareholder base:

Date Description Participants Comments
May 18 Preliminary results meeting CEO, CFO The CEO and CFO prepare and review with the board detailed presentations covering the Group’s activities over the relevant period and take guidance from our broker.
Jun 18 Presentations to institutional investors and analysts CEO, CFO
Jun 18 AGM Board All shareholders invited to attend.
Sep 18 Interim results presentations to institutional investors and analysts CEO, CFO

Key: CEO: Chief Executive Officer – Nichole Stella, CFO: Chief Financial Officer – Graeme Couturier

The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage shareholders’ participation in face-to-face meetings.

A range of corporate information, including all regulatory announcements, is also available to shareholders, investors and the public on our website.

Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we invite all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the Board and all committees, together with all other directors, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution and we subsequently publish the outcomes on our website.

Institutional shareholders: The Directors actively seek to build a mutual understanding of objectives with institutional shareholders. Our CEO and CFO make presentations to institutional shareholders and analysts immediately following the release of the full-year and half-year results. We communicate with institutional investors frequently through formal meetings. The majority of meetings with shareholders and potential investors are arranged by the broking team within the Group’s nominated advisor and broker. Following meetings, our broker provides anonymised feedback to the Board from all fund managers met, from which sentiments, expectations and intentions may be gleaned.

In addition, we review analysts’ notes to achieve a wide understanding of investors’ views. This information is considered by the Board.

3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s employees, partners, customers, suppliers and regulatory authorities.

The Group’s operational and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole.

The Group endeavours to take account of feedback received from stakeholders, making amendments to working arrangements and operational practices where appropriate and where such amendments are is consistent with the Group’s longer term strategy.

The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. The Group maintains various procedures and systems to ensures full compliance with health and safety and environmental legislation relevant to its activities.

Engaging with all stakeholders strengthens the Group’s relationships and helps it to make better business decisions to deliver on its commitments.

The Group considers its employees to be one of the most important stakeholder groups.

Recognition is given to individual employees’ needs and requirements and employees are encouraged to apply their skills, knowledge and energy. The Group recognises that the needs of the business will continue to evolve and is committed to offering employees appropriate training to enhance their skills and enable them to assist the business in meeting future opportunities and challenges.

The Group continues to keep its staff informed on matters affecting them as employees and the various factors affecting the performance of the Group. This is achieved through formal and informal meetings.

The Group is committed to equality for all, regardless of gender, race, age, disability, religion or sexual orientation, where it is reasonable and practicable within existing legislation.

The Group fully abides by the Modern Slavery Act 2015.

A further explanation of the Group’s practices in respect of social responsibility (such as Environment, Health and Safety etc) can be found on page 14 of our annual report.

4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Group has a risk register that identifies key risks. All members of the Board are provided with a copy of the register, which is summarised every year and published in the Annual Report. The register is reviewed bi-annually by the Board and is updated following each such review.

Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to foreign currency and credit risk.

Persons discharging managerial responsibilities are reminded on appointment and bi-annual basis that they should seek approval from the Chair if they, or their families, wish to trade in the Group’s securities.

The key risks and uncertainties we face include:

  • a significant deterioration in economic conditions, particularly in USA affecting SME’s, the principal target customers for the Group’s technology products
  • significant delays and or cost overruns in developing and delivering products to meet customer requirements in the targeted market sectors
  • predatory pricing or other actions by established competitors in our market sectors.
  • a significant, adverse movement in the short-term in the US $ exchange rate compared with GBP
  • the propensity of distributors and resellers to migrate orders online through the Channl and offline through “white labelled” ChannlPro websites provided
  • deteriorating retention of the external customer base of the acquired AdProducts business
  • continued decline in publications and exhibitions sectors

In all cases the Group seeks to mitigate these risks wherever possible by offering products that have market leading functionality and are backed by customer focused service of a high quality. In addition, we manage development projects closely and ensure that we continue to offer services that meet our customer needs.

Other risks include:

Attracting and retaining the right number of good quality staff

The Group believes that in order to safeguard the future of the business it needs to recruit, develop and retain the next generation of management. The impact of not mitigating this risk is that the Group ceases to be innovative and provide customers with the products and services they require. Considerable focus has been given to recruitment, development and retention.

The Group has a range of tailored incentive schemes to help recruit, motivate and retain top quality staff, which include the use of share options.

Business disruption

This includes communications, physical disruption to our sites and problems with our key suppliers. The impact of not mitigating this risk is that the Group may not be able to service its customers. Altitude has a Business Continuity plan and Business Interruption Insurance to cover certain events in order to help mitigate these risks.

Cyber security

The Group needs to make sure its data is kept safe. The reputational and commercial impact of a security breach would be significant. To combat this, the Group has a security policy and periodically uses outside consultants for penetration testing and security review.

Technology

Technology risks are perceived to arise from possible substitutes for the current product suite. The Group strategy is to review all new technical developments, with the aim of adopting any which will help us provide enhanced products and services to our customers.

5: Maintain the Board as a well-functioning, balanced team led by the chair

The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board.

The Board consists of six directors of which three are executive and three are non-executives. The Board is supported by two committees: audit and remuneration. The Board will consider appointing additional non-executive directors as the business grows.

Non-executive Directors are required to attend 8-10 Board meetings per year and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors. In addition, non-executive directors attend Board committee meetings as required.

The Board do not consider Martin Varley to be an independent non-executive Director due to his large shareholding in the Group. However, the Board considers that Martin Varley’s large shareholding in the Company provides a ‘owner-stakeholder’ model that aligns his interest in the operation of the Company and the implementation of its strategy with shareholders and other stakeholders.

Due to its size, the Board does not consider a nominations committee to be necessary. Appointments to the Board are made directly by the Board.

The Board has a schedule of regular business, financial and operational matters, and each Board committee has compiled a schedule of work to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course of the year.

The Chairman is responsible for ensuring that, to inform decision-making, Directors receive accurate, sufficient and timely information. The Company Secretary, who is also the CFO, compiles the Board and committee papers which are circulated to Directors prior to meetings. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted and, where appropriate, to seek independent advice at the Group’s expense.

6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

All six members of the Board bring relevant sector experience in software and business services. They significant public company directorship experience and two members are qualified accountants.

The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. The Directors research relevant information, including on line material, and occasionally attend seminars and trade events, to ensure that their knowledge remains current. At present all Board members are male but consideration of new appointments complies with our equal opportunities and diversity policy taking into account the relevant skills and experience of candidates.

Key to committee roles: A: Audit, R: Remuneration

Peter Hallett, Non-Executive Chairman (A, R)

Peter is an experienced public company director and was until early 2014 Group Chief Financial Officer of both Redcentric plc (“Redcentric”), the AIM-quoted UK network and cloud managed service provider, and Castleton Technology plc (“Castleton”), the AIM-quoted infrastructure and network managed services provider. Castleton was previously named Redstone plc (“Redstone”), from which Redcentric was demerged in April 2013.

Peter played an instrumental role in the demerger process, which was the culmination of a successful and complex turnaround of Redstone commencing on his appointment in 2009. In addition, Peter was previously finance director of Texas Homecare and First Quench.

Martin Varley, Non-executive Director (A, R)

Martin has been with Altitude since its formation in 2005 when he completed the MBI of Dowlis Corporate Solutions and served as Chief Executive from 2005 to 2017.

Prior to this Martin was the European Managing Director of 4imprint Group plc where he led the creation of the market leader in the promotional product space, with EU revenues in excess of $100 million and offices in London, Manchester, Hagen, Paris and Hong Kong.

With over 25 years experience in the promotional merchandise industry, Martin has extensive knowledge of the supply and distribution sectors of the market.

Gellan Watt, Non-executive Director (A, R)

Gellan is a Global Brand Strategist and the founder of an award-winning creative and marketing communications agency. Gellan founded Thinking Juice, the integrated creative and digital agency, in 2003. Thinking Juice was named Marketing Industry UK Agency of the Year, UK’s Most Effective Agency, UK’s Best in Strategy and was an RAR Recommended Agency for seven years running, winning numerous awards for their work for domestic and global brands.

In 2011 Thinking Juice merged with Emerge Group, which became the twelfth largest independent agency group in the UK, with Gellan taking the role of Managing Director and Chief Creative Officer.

Gellan held an EMEA board role for AMIN Worldwide (the global independent agency network).

He was placed in Elite Business’ Top 15 Media Industry Power Faces in 2015 as well as The Drum’s Marketing Power 100 and has been named Marketing Industry Managing Director of the Year.

Nichole Stella, Chief Executive Officer

Nichole is a results-driven C-Suite executive with expertise in business growth and management. Nichole served as president of the Promo Marketing Media Group. During her tenure she had direct profit and loss accountability resulting in revenue growth of over 75% in the last 3 years and more than doubled the groups profits. Under her leadership, the group won numerous in-industry and out-of-industry awards.

Throughout her career she has demonstrated success in transforming and scaling brands and businesses, developing and launching new online products and services, and forging growth focused strategic partnerships.

Graeme Couturier, Chief Financial Officer

Graeme is a chartered account who qualified with PricewaterhouseCoopers.

After leaving practice in 2007, he has worked extensively with entrepreneurs and private equity in high growth businesses with turnovers ranging from less than £3m to more than £500m.

Graeme has held Board level finance positions in a number of successful, technology led businesses including WeBuyAnyCar, Sorted Group and Payzone. Graeme’s experience includes acquisition and exit processes, debt and equity fund raising, business transformation, rightsizing, operational structuring, scaling and brand building.

Deborah Wilkinson, Chief Operating Officer

Deborah has over 14 years experience in the promotional merchandise industry and has been with the Group for more than 11 years. Her most recent role was Head of Technology at Customer Focus Software Ltd. She has deep industry knowledge and experience in supply chain and business operations within the promotional products space, and a strong track record of launching industry leading SaaS software platforms and online design tools.

7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

A board evaluation process, led by the Chairman, will take place during 2019. All then current directors will begin by completing questionnaires about the effectiveness of the Board and a self-assessment of their own contributions which will be returned to the Chairman. The Chairman will then review this information and use it as the basis for an individual discussion with each director, followed by a collective discussion with the Board.

The review will consider effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution.

We will consider the use of external facilitators in future board evaluations.

As the business continues to grow the Executive Directors will be tasked with identifying employees who could potentially occupy Board positions and set out development plans for these individuals.

8: Promote a corporate culture that is based on ethical values and behaviours

At Altitude we believe the prosperity of our business and of the marketplaces within which we operate requires a commitment to ethical values and behaviours. We have therefore developed policies that enhance all areas of our business in this regard.

Altitude cares about providing a customer experience that is remarkable. We want to keep our customers happy, impressed and reassured. We want to create the positivity that leads to great reviews, repeat transactions and customer referrals. To achieve that, our employees strive to make every interaction a great one. We follow these principles to remind us how:

Build meaningful connections.

Whilst dealing with any of our stakeholders, be they customers, partners, investors or employees, foremost in our minds is building great, meaningful relationships. We are not a provider of arms-length transactional services; we are here to listen, understand, support and deliver tangible benefits as best we can.

Keep things simple.

Whether it is our processes, communication, services or software, we strive to keep things simple. Fewer moving parts make for clearer, more efficient and reliable operations. We don’t make our customers jump through hoops to speak to us, nor do we make them study an article to understand its meaning. We get straight to the incoming call, to the email in our inbox, to the point, and provide a fast, helpful and clear response.

Treat everybody the same.

Whoever you talk to, whether internally or externally, their impression of the Altitude service should be the same. We treat everyone equally, with respect, and remain transparent as a business.

Do the right thing

Altitude cares about doing what’s best for our customers and for each other. We own problems and solve them, regardless of whether it’s our designated responsibility. With or without a corporate process, we will strive to provide a satisfactory solution in every case.

Share your knowledge

Knowledge is valuable. Our customers, prospects and colleagues can all benefit from the knowledge that we have to offer. Altitude and its staff have a whole host of skills, expertise and experience to share with others and we are proud to do so.

The culture of the Group is characterised by these values which are communicated to staff through a number of mechanisms. The Board believes that a culture that is based on the five core values is a competitive advantage and consistent with fulfilment of the Group’s execution of its strategy.

The culture is monitored through the use of a satisfaction and engagement survey which is undertaken on an annual basis and to which all permanent staff are invited to contribute. The Board reviews the findings of the survey and determines whether any action is required.

9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board provides strategic leadership for the Group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans.

The Board defines a series of matters reserved for its decision and has delegated some of its responsibilities to Audit and Remuneration Committees. The chair of each committee reports to the Board on the activities of that committee.

The Audit Committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal audit function and reviews external auditor independence.

Peter Hallett is Chairman of the Audit Committee which normally meets at least three times a year. The Committee reviews the financial statements prior to their recommendation to the Board for approval and assists the Board in ensuring that appropriate accounting policies are adopted and internal financial controls and compliance procedures are in place.

The Committee exists to scrutinise and clarify any qualifications, recommendations and observations within the audited accounts and report of the Company’s auditor. When satisfied, the Committee presents the audited accounts and report to the Company’s Board and reviews the effectiveness of resultant corrective and preventative measures.

In performing this function, the key duties of the Committee are to:

  • Monitor the integrity of the financial statements of the Group and any formal announcement relating to its financial performance
  • With regards to financial reporting, review and challenge the selection and application of accounting policies and estimates, the clarity of disclosure, and consider all material information relating to the audit and risk management
  • Monitor the adequacy and effectiveness of the Group’s internal financial controls and risk management systems
  • Ensure that the Group has adequate arrangements for its employees and contractors to confidentially raise concerns about possible wrongdoing, facilitate proportionate and independent investigation and take appropriate follow up actions
  • Consider the need to implement an internal audit function
  • Oversee the Group’s relationship with the external auditor
  • Make recommendations to the Board and the Group’s shareholders regarding the appointment, re-appointment, and removal of the Company’s external auditor
  • Ensure that at least once every ten years the audit services contract is put out to tender to enable the Committee to compare the quality and effectiveness of the services provided by the incumbent auditor

The Remuneration Committee sets and reviews the compensation of Executive Directors including the setting of targets and performance frameworks for cash- and share-based awards.

Gellan Watt chairs the Remuneration Committee. It acts to ensure sound Corporate Governance with respect to Director and senior management remuneration and meets at least twice a year. The Committee functions with the objective of attracting, retaining and motivating the executive management of the Company and ensuring they are rewarded in a fair and responsible manner for their contribution to the success of the Group.

The role of the Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chairman and Executive Directors, including pension rights and compensation payments. It also recommends and monitors the level and structure of remuneration for senior management. When setting the remuneration policy, the Committee reviews and considers the pay and employment conditions across the Group, especially when determining salary increases

The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Group. He leads and chairs the Board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual Directors, the Board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Group and its shareholders.

The CEO provides coherent leadership and management of the Group, leads the development of objectives, strategies and performance standards as agreed by the Board, monitors, reviews and manages key risks and strategies with the Board, ensures that the assets of the Group are maintained and safeguarded, leads on investor relations activities to ensure communications and the Group’s standing with shareholders and financial institutions is maintained, and ensures that the Board is aware of the views and opinions of employees on relevant matters.

The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Group, providing executive leadership to managers, championing the Group’s core values and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Directors and ensure that the Group is operating within the governance and risk framework approved by the Board.

The Company Secretary is responsible for providing clear and timely information flow to the Board and its committees and supports the Board on matters of corporate governance and risk.

The key matters reserved for the Board are:

  • Setting long-term objectives and commercial strategy
  • Approving annual budgets
  • Changing the share capital or corporate structure of the Group
  • Approving half-year and full-year results and reports
  • Approving dividend policy and the declaration of dividends
  • Ensuring a satisfactory dialogue with shareholders
  • Approving major investments, disposals, capital projects or contracts
  • Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars
  • Approving changes to the Board structure

The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the Group evolves.

The Board will continue to monitor its governance structures as the Group grows and will take action as appropriate to develop and enhance its governance functions.

10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage shareholders’ participation in face-to-face meetings.

A range of corporate information, including all regulatory announcements, is also available to shareholders, investors and the public on our website. This includes disclosure of the outcomes of all votes, historical annual financial reports and notices of all general meetings over the last five years.

Responsibility for investor relations rests with the CEO, supported by the CFO. During 2018 the following activities were pursued to develop a good understanding of the needs and expectations of all constituents of the Group’s shareholder base:

Date Description Participants Comments
May 18 Preliminary results meeting CEO, CFO The CEO and CFO prepare and review with the board detailed presentations covering the Group’s activities over the relevant period and take guidance from our broker.
Jun 18 Presentations to institutional investors and analysts CEO, CFO
Jun 18 AGM Board All shareholders invited to attend.
Sep 18 Interim results presentations to institutional investors and analysts CEO, CFO