CORPORATE RESPONSIBILITY

The Group has the responsibility for managing the challenges that affect the business on a daily basis; this also includes our impact on the environment, our workforce, and the community.

CORPORATE GOVERNANCE

The company’s shares are traded on the Alternative Investment Market (AIM) of the London Stock Exchange Plc. Previously the company was not required to comply with the Principles of Good Governance and Code of Best Practice (“The UK Corporate Governance Code”, or the “Code”).


Following a change to the AIM rules in 2018, from 28 September 2018, the company has now adopted the Quoted Companies Alliance’s “Corporate Governance Guidelines for Smaller Quoted Companies” (the QCA Code) which the Board believes appropriate due to the size and complexity of the company.


There are ten principles of the QCA code and the table below sets out in broad terms how we comply at this point in time:

Principle Extent of current compliance Commentary Further Disclosure
1. Establish a strategy and business model which promote long-term value for shareholders Compliant

The Group’s business strategy is detailed in our Annual Report & Accounts and focuses on delivering long term growth and stability, achieved through four key strategic priorities:

  • Focus on high quality products and good leadership in technology
  • Continue to grow the customer base for Group companies
  • Focus on manufacturing excellence
  • Continue to develop high quality people
2. Seek to understand and meet shareholders needs and expectations Compliant

Meetings are held with shareholders as required, this includes visits to our various company locations being organised. In addition, all announcements include contact details for shareholders to contact the Company if they so choose.

The AGM is another forum for dialogue with our shareholders. The Notice of Meeting is sent to shareholders at least 21 days before the meeting.

Any feedback during these meetings is encouraged and acted upon where appropriate.

Annual Report & Accounts – Directors’ Report

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

Feedback from employees, customers, suppliers and other stakeholders is actively encouraged.

Our employees are an important stakeholder group and we actively encourage dialogue with the company via various employee committees within our companies. Reports from these meetings are distributed to the Board.

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

The Board operates a continuous risk identification and evaluation process. The results are utilised by the Board to manage any significant risks.

In addition, the executive directors regularly visit all operating sites and review financial and commercial issues with an executive director responsible for each individual company.

The Board has overall responsibility for the system of internal control and for reviewing its effectiveness throughout the Group.

Internal financial control is driven by Group finance who visit each company to assess compliance against key controls. This includes regular financial reporting that is compared against plan and previous year’s performance.

5. Maintain the board as a well-functioning, balanced team led by the chair Partially compliant

Total of eight directors, six executive directors and two non-executive directors.

The non-executives are not considered fully independent. The Board considers that the non-executive directors are appropriate as they bring significant experience and expertise in the sector. In addition, as the directors retire on a three-year rotation, shareholders have a regular opportunity to ensure that the composition of the board is in line with their interests.

There is a Remuneration Committee but no Audit Committee, with matters that would normally be tabled at an Audit Committee put to the full Board.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities Compliant

The current composition of the Board provides the necessary skills, experience and capabilities for the size and context of the Group.

The composition and succession of the Board are subject to review, considering the future needs of the Group.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement Partially compliant

There is no formal evaluation process, however, the Chairman is responsible for Board performance and accordingly actively encourages feedback on the content and function of board meetings.

The composition and succession of the Board are subject to constant review, considering the ever-changing needs of the Group. In addition, the directors retire by rotation every three years giving shareholders the opportunity to ensure that the board is aligned with their interests.

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

Our core aim is for long term growth and stability.

The Group management team is passionate about developing the business for the benefit of the shareholders, employees and customers.

With our focus on excellence, we ensure our Group’s culture is consistent with the aim of long term growth and stability. In order to achieve and maintain such a culture, we invest in training our employees, as mentioned in the Annual Report & Accounts.

9. Maintain governance structures and processes that are fit for purpose and support good decision making by the board Compliant

The Board as a whole is responsible for robust governance practices. The roles and responsibilities of each director are clear and responsibilities understood.

The Board meets at least eight times each year, with additional meetings as required.

Annual Report & Accounts – Directors’ Report

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Compliant

The Company communicates through the Annual Report & Accounts, full-year and interim announcements, the AGM and one-to-one meetings with existing or potential shareholders.

A range of corporate information is also available on the Company’s website.

Meetings with shareholders, employee groups, management and other representative groups provide a platform for raising any concerns relating to corporate governance.

Site Last Updated: 27th September 2018

Without limitation, any and all information contained in these pages does not constitute an offer for sale or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for shares of the capital of the Company in any jurisdiction where such an offer or solicitation to or by any national, resident or citizen of such countries is unlawful and is not for distribution in or into the United States, Canada, Japan, Australia or South Africa or their respective territories or possessions.

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