As an AIM listed company, we recognise the importance of applying sound governance principles in the successful running of the Group. Although not required to do so, we have sought to embrace the principles contained in the UK Corporate Governance Code (2016) where appropriate. We are mindful of the changes to the governance requirements for AIM listed companies and given the size and nature of the Company and composition of the Board we intend, in so far as is practical and appropriate, to formally adopt and adhere to the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) and will report accordingly in our next annual report.
The role and composition of the Board
The Company and Group are managed by a Board of directors (the Board) chaired by Andrew Wiseman. The Board is responsible for taking all major strategic decisions and also addressing any significant operational matters. In addition, the Board reviews the risk profile of the Group and ensures that an adequate system of internal control is in place. Management information systems are in place to enable the Board to make informed decisions to properly discharge their duties. A formal schedule of matters reserved for the Board’s approval was adopted as at 31 March 2018 and will be reviewed annually. These include matters relating to:
- the Group’s strategic aims and objectives;
- the structure and capital of the Group;
- financial reporting, financial controls and dividend policy;
- internal control, risk and the Group’s risk appetite;
- the approval of significant contracts and expenditure; and
- any changes to Board membership and structure.
The Board currently consists of six Executive Directors and two Independent Non Executive Directors. David Durant and James Furlong resigned from the Board on 1 February 2018. Jerome Geoghegan was appointed Group Land and Planning Director on 1 February 2018.
Both the Non Executive Directors are considered by the Board to be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with the QCA Code.
The Board believes it is appropriate to have a Senior Independent Non Executive Director and Frank Nelson fulfils this role. Frank Nelson is available to shareholders where concerns have not been resolved through the normal channels of communication with the Board and for when such contact would be inappropriate.
The Board has sufficient members to contain the appropriate balance of skills and experience to effectively operate and control the business. No one individual has unfettered powers to make decisions.
The roles of the Chairman and the Chief Executive are separate, with their roles and responsibilities clearly divided and set out in writing. The Chairman’s main responsibility is the leadership and management of the Board and its governance. He meets regularly and separately with the Chief Executive and the Non Executive Directors to discuss matters for the Board.
The Chief Executive is responsible for the leadership and day-to-day management of the Group. This includes formulating and recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Group. One third of the directors retire annually in rotation in accordance with the Company’s Articles of Association. This enables the shareholders to decide on the election of the Company’s Board.
The Board takes decisions regarding the appointment of new directors as a whole and this is only done following a thorough assessment of a potential candidate’s skills and suitability for the role.
The Chief Executive’s review, included in this annual report, provides the Board’s current assessment of the Group’s prospects. The directors are responsible for preparing the financial statements as set out in the Statement of Directors’ Responsibilities. The responsibilities of the auditors are set out in their report.
The Board meets regularly, at least 12 times a year and more frequently if necessary. In addition to this the Board attends an annual strategy meeting.
The Board has an Audit Committee and a Remuneration Committee to oversee and consider issues of policy outside main Board meetings. The Board does not consider it necessary to have a separate Nominations Committee and any future recommendations for appointments to the Board will be considered by the Board as a whole.
Each of the Audit and Remuneration Committee has written terms of reference setting out its duties, authority and reporting responsibilities:
During the year, the Chairman of each committee provided the Board with a summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of external advisers as they deem necessary in the furtherance of their duties at the Company’s expense. Details concerning the composition and meetings of the committees are contained in the Annual Report.
The skills and experience of the Board are set out in their biographical details. The skills, experience and knowledge of each director gives them the ability to constructively challenge strategy and decision making and scrutinise performance.
Conflicts of interest
The Company’s Articles of Association provide for the Board to authorise any actual or potential conflicts of interest. The Board considers directors’ conflicts of interest at each meeting.
Relations with shareholders
The Company has institutional shareholders and is, where practicable, willing to enter into a dialogue with them. The Chief Executive and the Group Financial Director meet regularly with institutional investors within the confines of relevant legislation and guidance.
The Board invites communication from its private investors and encourages participation by them at the AGM. All Board members present at the AGM are available to answer questions from shareholders. Notice of the AGM is in excess of 21 clear days and the business of the meeting is conducted with separate resolutions, voted on initially by a show of hands and with the result of the voting being clearly indicated.
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to mitigate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.
There is an ongoing process for identifying, evaluating and managing the Group’s significant risks and this has been in place for the period ended 31 March 2018 and up to the date of approval of the annual report and accounts and is regularly reviewed by the Board.
The internal control procedures are delegated to Executive Directors and senior management in the Group, operating within a clearly defined departmental structure. The Board regularly reviews the internal control procedures in light of the ongoing assessment of the Group’s significant risks.
On a monthly basis, management accounts, including a comprehensive cash flow forecast, are reviewed by the Board in order to provide effective monitoring of financial performance. At the same time the Board considers other significant strategic, organisational and compliance issues to ensure that the Group’s assets are safeguarded and financial information and accounting records can be relied upon. The Board formally monitors monthly progress on each development.
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