THE QUOTED COMPANY ALLIANCE (QCA) CODE
The Board recognises that good corporate governance can reduce risk within the business, can promote confidence and trust amongst its stakeholders and underpins the effectiveness of the Company’s management framework.
The Directors, in acknowledgement of the importance of good corporate governance, have adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), as the basis of the Company’s governance framework, and consider that the Company complies with the QCA Code so far as is practicable having regard to the size, nature and current stage of the Company’s development.
The QCA Code includes ten broad principles that the Company holds in mind as it seeks to deliver growth to its shareholders in the medium and long-term. These principles and the manner in which the Company seeks to comply with them can be summarised as follows.
Oliver Cooke, Chairman
This disclosure was last reviewed and updated on 20 September 2021
The Directors recognise the importance of sound corporate governance and with that aim, the Company has voluntarily adopted those of the recommendations of the QCA Guidelines that they consider appropriate to the Company’s size at this time. To the extent that the Company is not compliant with the QCA Guidelines it is intended that it will become so as its business matures.
The Board meets regularly to review key operational issues, strategic development and the financial performance of the Company. All matters of a significant nature are discussed in the forum of board meetings. The Board is responsible for internal controls to minimise the risk of financial or operational loss or material misstatement. These controls have been designed to meet the particular needs of the Company having regard to the nature of its business.
Establish a strategy and business model which promote long-term value for shareholders
• The Board’s original strategy had been to establish a profitable investment management business, to use the Group’s advisory business as a means of promoting investment management services and to improve shareholder value through the delivery of increased profitability.
• The partnership with Titan Wealth Management has led to a modification of this strategy. It has enabled the Company to accelerate receipt of part of the adjusted EBITDA contribution that would have been generated by the investment management business. The Company will continue to derive income from this area of activity, at a lower level but with a lower cost base.
• Consequently, the Company now has at its disposal the resources required to more rapidly expand its advisory business and to accelerate the growth of investment management assets.
• The Group’s advisory business trades profitably in its own right and as the scale of this business grows, so too will its commercial value and its value as Titan’s principal retail distribution partner.
• The Board has gained shareholder approval to allow the Company to make market purchases of its own shares. Any shares purchased in this manner will be cancelled which will reduce the number of shares that the Company has in issue and will increase the earnings per share of those shares remaining in issue.
• The combination of an increase in the commercial value of the business and a reduction in the number of shares in issue, will lead to a long-term improvement in shareholder value.
• Key risks have been addressed in the Strategic Report.
Seek to understand and meet shareholder needs and expectations
• The Board welcomes constructive engagement with shareholders and over the past year has demonstrated its willingness to respond appropriately when valid concerns have been raised by them.
• The Company believes that shareholder expectations are most effectively managed through the release of regulatory announcements and through discussion with shareholders at the Company’s Annual General Meeting. The AGM adhered to the relevant covid restrictions and all Board members endeavoured to attend the AGM in person.
• The Executive Directors meet regularly with the Company’s major shareholders and ensure that the views expressed by them are communicated fully to the Board.
• Board members make themselves available to meet with shareholders and with potential investors as and when required.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
• The Board places great emphasis on the safety, wellbeing and mental health of all of the Company’s employees and has engaged in a number of initiatives to improve each of these.
• The Company also recognises the importance of engagement with its stakeholder groups, which, in addition to its employees, include investors, clients, strategic partners and the relevant authorities. The Board seeks to treat each of these groups in a fair and open manner.
• The Company has continued to support a national charity, the Clock Tower Foundation, and to encourage the involvement of staff in various local and national fund-raising events.
• The Company endeavours to take account of, and to respond to, feedback received from stakeholders.
• Environmental responsibility and sustainability are important to the Company, and a number of initiatives have been pursued to improve the recycling of paper, to reduce the use of plastics and to reduce carbon footprint through the greater use of online meeting technology and a reduction in the number of office premises.
Embed effective risk management throughout the organisation, considering both opportunities and threats
• During the year under review, the Company undertook a comprehensive overhaul of the Group’s compliance and risk management processes. This included the introduction of individual advisor score cards to allow for more effective oversight. The score cards directly link each adviser’s track record with the level of risk associated with each of the products that they recommend to their clients. This enables the Company to determine the specific level of compliance oversight to be applied to each adviser.
• The Group has also established a separate Risk Committee, which examines and assesses the risks associated with all aspects of the Group’s operations. This committee includes the Company’s non-executive directors and has recently been strengthened through the recruitment of an experienced Risk Manager. Regular reports are prepared by this committee that are reviewed by the Audit Committee before being submitted to the Board.
• Commercial risks and opportunities are considered by the Board and by the Group’s Leadership Board, which is comprised of the Executive Directors and the heads of all major Group functions. The Leadership Board meets formally on a monthly basis.
Maintain the board as a well-functioning, balanced team led by the chair
• The composition, roles and responsibilities of the Board and of the various Committees are set out on page 14 and 15 of the Report and Accounts. The number of meetings held, and Directors’ attendance is also detailed.
• To enable the Board to discharge its duties in an effective manner, all Directors receive appropriate and timely information. The Agenda for each meeting is determined by the Chairman who arranges for briefing papers to be distributed to all participants for consideration ahead of meetings. All meetings are minuted and the accuracy of the minutes is confirmed at the subsequent meeting before being approved and signed by the
• Both the Chairman, Oliver Cooke, and the Chief Executive, Brian Raven, have considerable experience of operating at board level in public and in private companies. The Chairman is a qualified Chartered Accountant and has served as finance director on the boards of various public companies. The Chief Executive has held a number of sales, operational and leadership roles at board level within public companies. The Non-Executive Directors, Roderic Rennison and Peter Dornan, both have extensive sector knowledge and experience and come from strong regulatory backgrounds.
• The Executive Directors devote the whole of their time to the business of the Group. The Non-Executive Directors devote one to two days per month to their duties.
• Under the terms of their contracts, the Non-Executive Directors are required to obtain the prior written consent of the Board before accepting additional commitments that might conflict with the interests of the Group or impact the time that they are able to devote to their role as a Non-Executive Director of the Company.
• The Company does not currently have a separate Nominations Committee as this is considered unnecessary given the Company’s size and stage of development. The need for such a committee will be kept under review by the Board as the Company develops.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
• Biographies for each of the Directors can be found in the Directors’ Report.
• The Chairman complies with the continuing professional development requirements of the Institute of Chartered Accountants in England and Wales, of which he is a long-standing member. The Chief Executive Officer, in conjunction with other members of the executive team, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors have consulted and received advice as well as updates from the Company’s nominated advisors, brokers, company secretary, legal counsel and various other external advisers on a number of matters, including corporate governance. From time to time, members of the Board also participate in industry forums.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
• The Group has established separate Remuneration and Audit Committees and through which the NonExecutive Directors are able to monitor and assess the performance of the Executive Directors and to hold them to account.
• The respective Board members periodically review and cross-evaluate the Board’s performance and effectiveness in the Company. It remains the intention of the Board, in due course, to create a more formal process that will focus more closely on objectives and targets for improving performance.
• Directors’ performance is open to assessment by shareholders and all Directors are subject to re-election by
the shareholders at least once every three years
Promote a corporate culture that is based on ethical values and behaviours
• The Company’s ethos is, to act at all times with honour, dependability and vigilance. The Board also actively promotes a culture in which the client is placed at the centre of everything that the Company does.
• The Board places great emphasis on the wellbeing of the Company’s employees and on providing a safe and secure environment for them. The Company’s Employee Handbook provides a guideline for employees on the day-to-day operations of the Company.
• The Company is similarly committed to a transparent, flexible and open culture promoting family values and avoiding discrimination on the basis of gender, religious belief, age, ethnicity or sexual orientation.
• The Company is mindful of the need for, and is committed to, environmental responsibility and sustainability.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
• Good decision making requires information, consideration, discussion, and challenge followed by action, communication and the acceptance of collective responsibility. This is accomplished through the employment of Directors who have the confidence to express their views, through the prior circulation of briefing papers allowing adequate time for their proper consideration ahead of meetings. Board meetings are openly conducted, with the accurate minuting of outcomes and the wider communication of those outcomes as appropriate.
• The avoidance of conflicts of interest, through the delegation of responsibility for certain areas to specialist committees, such as audit and remuneration, has strengthened the governance structure within the Company.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
• Information on the Company’s commercial progress and its financial performance is disseminated to shareholders and to the market through the announcement of its full-year and half-year results, the posting of such announcements onto the Company’s website in a timely manner and by mailing copies of the Annual Report and Accounts to shareholders. These are also made available for discussion with shareholders at the Company’s AGM.
• Departmental heads liaise regularly and meet formally on a monthly basis to share and review information on the Company’s progress and to discuss progress within their specific areas of responsibility.
• Other members of staff are briefed informally on an ad-hoc basis and formally through emails from the Chief Executive and other senior management as appropriate, as well as a series of presentations delivered at the Annual Company Day. During the year, on-line meetings replaced physical ones.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Board is also responsible for ensuring a healthy corporate culture. The Board currently comprises two Executive Directors and two Non-Executive Directors.
The Executive Directors are:
Oliver Cooke – Chairman
Brian Raven – Chief Executive Officer
The Non-Executive Directors are:
The Non-Executive Directors have a strong compliance background and are considered to be independent. All Directors are required to stand for re-election at least once in every three years.
All members of the Board are equally responsible for the management and proper stewardship of the Group. The Non-Executive Directors are independent of management and free from any business or other relationship with the Company or Group and are thus able to bring independent judgement to issues brought before the Board.
The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. In the year under review the Board met 15 times with no apologies for absence being recorded. Directors are free to take independent professional advice as they consider appropriate at the Company’s expense.
The Board has established two Committees with clearly defined terms of reference and detailed below are the members of the Committees and their duties and responsibilities.
The Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives reports from the Group’s management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
The members of the Audit Committee are as follows:
Peter Dornan (Non-Executive Director) Committee Chairman
Roderic Rennison (Non-Executive Director)
Oliver Cooke (Chairman)
The Committee approves the appointment and determines the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee has unrestricted access to the Company’s auditors.
During the year under review the Audit Committee met twice and all members of the Committee were in attendance.
The Remuneration Committee
The Remuneration Committee is comprised of the two Non-Executive Directors, Roderic Rennison and Peter Dornan, and is chaired by Roderic Rennison.
The Remuneration Committee reviews the performance of the Executive Directors and approves any proposed changes to their remuneration packages, terms of employment and participation in share option schemes and other incentive schemes. No Director may vote in connection with any discussions regarding his own remuneration.
For the year under review, three Remuneration Committee meeting were held, and both members of the Committee were in attendance.
The Directors do not consider it necessary, or appropriate, at present to establish a Nomination Committee given the size of the Company. This will be kept under review as the Company develops.
Tavistock Investments Plc, Registered in England and Wales. Registered Office: 1 Queen’s Square, Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE. Company Number 05066489.