Leadership & Governance
The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the main provisions of the Combined Code. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.
The information disclosed in these investor relations web pages is in accordance with Rule 26 of AIM Rules for Companies and was last updated on 7 February 2019.
Alan joined in March 2017. He has extensive Non Executive and Executive Experience Chairman of Azuri Technologies, Chairman and Non-Executive Director at Gigabit Fibre, Lead Non-Executive Director at MTN. Alan co-founded Eaton Towers in 2008 and was CEO until early 2015. Prior to this Alan spent 12 years at Vodafone Group. Alan is a member of the Audit Committee and Remuneration Committee.
Group Chief Executive Officer
Kyle has held various CEO roles in the Telecommunications industry, most recently CEO of Liquid Telecom South Africa, formerly known as Neotel. Previously Kyle spent 15 years with Vodafone Group plc, holding various CEO, COO and Executive Board Member roles in 4 continents. CEO of Vodafone Qatar 2013-2016, CEO of Vodafone Ghana 2010 – 2013. COO India and Chairman of Vodafone India PTY - 2008 to 2010. Prior to that Kyle spent 7 years in Vodafone UK, most latterly as Enterprise Business Unit Director and Board member.
John joined the Avanti board in 2019. He leads the Global Account Solutions-EMEA team for AT&T as Region President. He joined AT&T in 1986, serving strategic and executive leadership roles in marketing, asset protection, sales, product and finance in Europe and Latin America. He is an experienced global leader with an extensive background of successfully managing global teams.
Richard joined Avanti in 2016.
His experience spans Telecommunications and Investment Banking.
He was Senior Vice President and Treasurer at Loral Space & Communications Inc., a multi-billion dollar US based satellite telecommunications company, prior to that Richard was a senior banker for JP Morgan Securities.
Chris McLaughlin is a FTSE-experienced, corporate and government marketing and communications specialist. He has an extensive background within new and emerging technology sectors. Joining Inmarsat plc in March 2004, prior to the successful 2005 IPO, he was a member of the senior executive management team and Chief Marketing Officer until January 2017. He was responsible for all global government, reputational, CSR, marketing, brand and sponsorship activity at the company. Chris has wide experience in emerging markets and demanding regulatory environments. Producer and host of multiple global partner events, he was also responsible for the technology-proving, Volvo Ocean Race sponsorship from 2005, which continues. He has held similar international roles at Philip Morris International, Visa International, ITV, The BBC and worked in the Private Equity environment, acquiring and operating cable television groups in Europe.
Michael joined in 2017, also holds non-executive roles Integra Telecom and Core Media.
A Managing Partner at Tennenbaum Capital Partners, LLC since 2005 and previously held roles including Senior VP Corporate Development at WilTel Communications, President and CEO of GlobeNet Communications, VP of Corporate Development of 360networks, Senior Director of Corporate Development for Microsoft Corporation and Vice President in the M&A group at Merrill Lynch.
Adam M. Kleinman
Adam joined in 2019.
Adam is the President and Chief Operating Officer of Great Elm Capital Group, Inc., the Chief Operating Officer, General Counsel and Chief Compliance Officer of Great Elm Capital Management, Inc. and the Chief Compliance Officer of Great Elm Capital Corp. Prior to joining Great Elm, Mr. Kleinman was a Partner and the Chief Operating Officer and General Counsel at a Boston-based registered investment adviser from 2009 to 2017. From 2004 to 2009, Mr. Kleinman was an Associate in the Banking and Leveraged Finance group at Bingham McCutchen LLP where he represented leading financial institutions, hedge funds and corporate borrowers in a broad range of commercial finance transactions. Mr. Kleinman graduated Phi Beta Kappa from Haverford College in 1997 with a BA in History and received his JD from the University of Virginia School of Law in 2004.
Paul joined Avanti in 2013.
He is a Fellow of the Institute of Chartered Accountants in England and Wales. Paul spent 38 years with KPMG Europe LLP, for the last 12 years he was Chairman of KPMG’s London Region. Paul is the Chairman of the Audit Committee.
Craig joined in 2016.
He holds various Non-Executive Director roles in Telecommunications including FiberTower, Terrestar, NextWave Wireless Inc, and Panavision and Director of Research for Solus Alternative Asset Management. Prior to this Craig was the Managing Director of Stanfield Capital Partners.
Group Finance Director
Nigel is a Chartered Accountant and has held various senior roles before joining Avanti in 2007. These include CFO of Climax Group; Group Financial Controller at ARC International; Finance Director of Ruberoid Building Products, and Group Financial Controller of Ruberoid plc.
Group Chief Executive Officer
Kyle Whitehill joined Avanti Communications Group plc (Avanti) in April 2018 as the Group Chief Executive Officer.
Kyle has extensive experience in the FMCG, mobile, fixed and converged products industries. Prior to joining Avanti, he served as CEO of Liquid Telecom South Africa, where he focused on operational excellence, customer experience and talent investment led to significant company growth during his tenure.
For 16 years Kyle held various senior leadership positions at Vodafone Group, including CEO of Vodafone Qatar Q.S.C. from 2013 to 2016, CEO of Vodafone Ghana from 2010 to 2013, COO of Vodafone India and Chairman of Vodafone India PTY from 2008 to 2010, Enterprise Business Unit Director and board member for Vodafone UK from 2004 to 2008 and Sales Director and Strategic Relationships Director for Vodafone UK between 2001 and 2004.
His early career was spent at fast moving consumer goods companies L'Oreal, Diagio and Guinness before he entered general management within the soft drinks division of PepsiCo.
Chief Operating Officer – Customer
Libby Barr is the Chief Operating Officer – Customer, at Avanti Communications Group plc (Avanti) and is a member of the Executive Committee.
Joining Avanti in January 2019, Libby oversees the end-to-end customer relationship encompassing Sales, Wholesale, Product Management, Marketing and Commercial.
Prior to Avanti, Libby was at BT for nine years. As Managing Director of Customer Care she was a key member of the BT Consumer leadership team who grew revenues by more than £1.2bn in five years. Libby was also responsible for the strategic vision, leadership and transformation of a 10,000 strong Customer Care organisation across more than 30 worldwide sites.
Libby began her career at Vodafone. At the company for 22 years she held positions in both the global and UK organisations, leading the Enterprise Sales and Service organisations. In addition, Libby was a Trustee of the Vodafone Foundation.
Chief Financial Officer
Nigel Fox is the Chief Financial Officer at Avanti Communications Group plc (Avanti) and sits on the Executive Committee and Executive Board. At Avanti for 11 years, he oversees all aspects of Finance and Administration for the Group.
During his tenure at Avanti, Nigel has raised and completed the financing of Avanti’s satellites HYLAS 1, HYLAS 2 and HYLAS 4. He has also played a significant role the international expansion of the company; establishing operations in Cyprus and the first U.S. hub in Washington D.C..
Nigel is a Fellow of the Institute of Chartered Accountants and has held various senior finance roles before joining Avanti, including Chief Finance Officer at Climax Group; Group Financial Controller at ARC International; Finance Director of Ruberoid Building Products, Group Financial Controller of Ruberoid plc and Group Chief Accountant at Logica plc.
Group HR Director
Debbie Mavis joined Avanti Communication Group plc (Avanti) in July 2018 as Group HR Director and as a member of the Executive Committee. She oversees all aspects of HR, ICT, Property, Internal Communications and CSR globally.
Debbie has over 20 years’ experience working in telecommunications and banking. Before joining Avanti she held the role of Director of Talent and Resourcing at TSB Bank for six years, where she was instrumental in the divestment of the entity from Lloyds Banking Group, the build of TSB, flotation and the subsequent acquisition by Banco de Sabadell.
At Vodafone for 12 years, Debbie held a number of senior roles, initially in Vodafone UK including Head of Business Partnering, UK Head of Resourcing and Head of Employee Engagement. In 2006, she moved to a European regional role to lead Executive Resourcing, Talent Management across fourteen countries with global accountability for Talent and Resourcing in Group Marketing and Global Technology. She built strong succession capability in all the European Markets and coached and mentored Executives across the Group.
Chief Technology Officer
Scott Richardson is the Chief Technology Officer at Avanti. In his position, Scott leads all Operational and Network functions which accounts for over half the business. He is also a member of the Executive Committee.
Joining Avanti in 2005, Scott designed and built the foundations of Avanti’s global network and production systems, obtaining Avanti’s very first patents.
Originally appointed as Head of Networks and IT, the role evolved as Avanti expanded internationally. In 2008, Scott became the Director of Network Operations and Software Development. In that position, he oversaw all global network operations and software development in line with Avanti’s satellite launches.
Scott is an experienced executive, with a record of accomplishment leading teams to develop and deploy innovative technology solutions that drive increases in revenue, service scale, and operational efficiencies. Before joining Avanti, he held key roles at Eutelsat, Kokua Communications Ltd, and UDcast.
Chief of Strategy and Business Development
Toby Robinson is the Chief of Strategy and Business Development at Avanti Communications Group plc (Avanti) and a member of the Executive Committee. He joined the company in October 2017 with thirty years’ experience in international Telecoms Media and Technology.
At Avanti, Toby is responsible for the development of the company strategy and driving large wholesale bandwidth deals with other major players in the satellite industry. He led the business development process resulting in the signing of Avanti’s largest commercial contract to date.
Prior to joining Avanti, Toby was group Chief Commercial Officer at Eaton Towers from 2008 to 2017. As a member of the start-up management team, who grew the business to 5,000 towers across Africa, he was responsible for the acquisition of all the towers in the network. He oversaw all negotiations with Bharti Airtel and Orange in the acquisitions programme and dealt with key customers in the region, including Vodafone, MTN, Etisalat, Google and Africell.
Toby began his career as a strategy consultant working at Bain & Co, before moving on to Arthur Andersen as a Partner. In 2003, he took the role of Managing Director Europe at Mercator Partners and in 2004 joined OC&C Strategy Consultants as a Partner in their Telecoms, Media & Technology practice.
General Counsel and Group Company Secretary
Bridget Sheldon-Hill is the General Counsel and Group Company Secretary at Avanti Communications Group plc (Avanti). Joining the company in January 2020, Bridget oversees the Legal Department, sits on the Executive Committee and is Secretary to the Board.
In her role, Bridget is responsible for supporting all areas of the business across EMEA and the U.S.A. to structure legal and commercial frameworks and support global network initiatives.
Prior to joining Avanti, Bridget held numerous senior leadership roles. After spending 7 years as a senior associate at Allen & Overy LLP, where she was co-head of the Africa Desk and a member of the Mergers and Acquisitions practice, she took up the position of Group General Counsel for Eaton Towers, a passive infrastructure company supporting mobile network operators through investment in and construction of mobile phone towers. Bridget was appointed to establish a legal function and drive growth within Africa. In the role for five years, she was responsible for litigation and compliance management, M&A negotiations and implementation, in addition to serving on the executive management team.
Bridget also spent two and a half years at the Pinewood Studio Group as a member of the management committee, Group General Counsel and Secretary to the Board. During her time at Pinewood she was involved in the successful refinancing of the business as well as the negotiation and implementation of long-term contracts with Netflix and Disney.
Chief Regulatory Officer
Ann Vandenbroucke is Chief Regulatory Officer at Avanti Communications. Ann joined the company in 2018 and together with her team deals with all regulatory matters related to safeguarding Avanti’s spectrum, orbital positions, and market access. In 2019 she joined the Executive Committee.
Prior to joining Avanti, Ann spent 10 years as a regulator, including a spell at the European Communications Office. She was a Director at Inmarsat for 18 years. In the role, Ann set up the Regulatory department, leading and enabling Inmarsat’s ventures into new markets (voice, aero) and new frequency bands (Ka-band, S band) worldwide. In 2014, she was appointed Head of Regulatory for the European Aviation Network, the first hybrid terrestrial/satellite network, set up by Deutsche Telekom and Inmarsat to bring internet to aircraft.
Ann thrives in an international environment and is dedicated to pushing the boundaries of policies and regulations to facilitate services that make a difference. She holds and Masters in Administrative Law and a Postgraduate in European Law.
The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the main provisions of the Combined Code. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.
The Board has established an audit committee and a remuneration committee with formally delegated responsibilities.
The remuneration committee is chaired by Alan Harper. Its other members are Adam Kleinman and Michael Leitner. The remuneration committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The remuneration committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company are set by the Board.
The audit committee is chaired by Paul Johnson. Its other members are Richard Mastoloni, Alan Harper and Craig Chobor. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Avanti Communications Group. The audit committee meets at least twice a year and has unrestricted access to the Company’s auditors.
The Nomination Committee is comprised of Alan Harper, Craig Chobor and Michael Leitner. The Nomination Committee meets as and when necessary and has responsibility for nominating to the Board candidates for appointment as Directors, bearing in mind the need for diversity and a broad representation of skills across the Board.
The Board of Avanti (the “Board”) has always recognised that it is accountable to shareholders for the Company’s activities and that it is responsible for the effectiveness of corporate governance practices. It has remained committed to maintaining high standards of corporate governance and, whilst the Company is AIM listed and therefore not required to comply with the UK Corporate Governance Code (the “Code”), the Board sought to comply with the Code in all material respects wherever it was practical to do so having regard to the size of the Company and the resources available to it.
the Board has adopted the QCA Corporate Governance Code (the QCA Code). We believe that the QCA Code provides us with the right governance framework and, as a result of deciding to apply this code, the corporate governance principles which now apply to us as follows:
- Establish a strategy and business model which promote long-term value for shareholders
- Seek to understand and meet shareholder needs and expectations
- Take into account wider stakeholder and social responsibilities and their implications for long-term success
- Embed effective risk management, considering both opportunities and threats, throughout the organisation
- Maintain the Board as a well-functioning, balanced team led by the chair
- Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
- Promote a corporate culture that is based on ethical values and behaviours
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
- Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Board has a collective duty to promote the long term success of the Company for its shareholders. The Board sets the Company’s strategy and ensures that the necessary resources are in place to achieve the strategic priorities. In determining the long term strategy and objectives of the Company, the Board takes into account its duties and responsibilities not just to its shareholders but also to customers, employees and other stakeholders and makes its decisions objectively. It reviews management and financial performance, monitors the delivery of strategy and achievement of objectives and works within a rigorous framework of internal controls and risk management. The Board develops and promotes the collective vision of the Company’s purpose, objectives, values and key behaviours.
The Group’s Business Model and Strategy, together with the key challenges faced by the Group in their execution, are described in the latest Annual and Half-Yearly Reports.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company remains committed to listening and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. Understanding what analysts and investors think about us is a key part of driving our business forward and we actively seek dialogue with the market. We do so inter alia via investor roadshows and our regular reporting.
At the half year and the year end, all operating Group companies are required to produce Financial Statements to comply with local accounting regulations and to produce sufficient information to enable the central finance team to produce IFRS-compliant Consolidated Financial Statements. The Board presents a balanced and understandable assessment of the Group’s position and prospects in all interim and price sensitive public reports whilst also reporting to regulators all information required to be presented by statutory requirements.
The Interim Report and the Annual Report and Accounts are the primary means used by the Board for communication during the year with all of the Company’s shareholders. The Board also recognises the importance of the internet as a means of communicating widely, immediately and cost effectively and a Company website (www.avantiplc.com) is maintained to facilitate communications with shareholders. The AGM is the main forum for dialogue with shareholders and the Board and notices of meetings are sent to shareholders at least twenty one days in advance. The chairs of the Board, the Company Secretary and all committees, together with other Directors, routinely attend the AGM and are available to answer questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are subsequently published on the Company’s corporate website. The meetings are well attended and all shareholders are given the opportunity to ask questions and raise issues; this can be done formally during the meeting or informally with the Directors before and after it.
Copies of our annual report (which includes the notice of AGM) and the interim report can be downloaded from our website. Alternatively, they are available on request by writing to the company secretary at Cobham House, 20 Black Friars Lane, London EC4A 6EB.
At the AGM, separate resolutions are proposed on each substantially separate issue. For each resolution, proxy appointment forms are issued which provide voting shareholders with the option to vote in advance of the AGM if they are unable to attend in person. All valid proxy votes received for the AGM are properly recorded and counted by Neville Registrars, our registrars. Voting at the AGM is by a show of hands unless a poll is called for. As soon as practicable after the AGM has finished, the results of the meeting are posted on our website. At last year’s AGM, all resolutions were duly passed with overwhelming levels of support.
Kyle Whitehill, Chief Executive, is primarily responsible for shareholder liaison, and can be contacted on +44 20 7749 1600.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.
The group’s stakeholders include shareholders, members of staff, customers, suppliers, regulators, industry bodies and creditors. Engaging with our stakeholders strengthens our relationships and helps us make better business decisions to deliver on our commitments. The Board is regularly updated on wider stakeholder engagement feedback to stay apprised of stakeholder insights into the issues that matter most to them and our business, and to enable the Board to understand and consider these issues in decision-making. Aside from our shareholders, suppliers and customers, our employees are one of our most important stakeholder groups and the Board therefore closely monitors and reviews the results of engagement surveys as well as a number of any other feedback it receives to ensure alignment of interests.
- Employees Under the guidance of the Group’s Head of HR, employee feedback processes are constantly under review to ensure all businesses that join the Group provide suitable feedback channels to their employees. The Board acknowledges the importance of two-way communication to ensure each employee maximises their potential at Avanti and staff are encouraged to hold regular meetings with their reporting manager to ensure their performance is discussed and evaluated.
- Suppliers: Suppliers are contracted with on purely commercial terms but recognising that their margins must allow for them to sustain their businesses if the Group is to continue to benefit from their services. The Group considers itself to be a ‘prompt payer’.
- Customers: As a service business, customer relations are critical to success. The Group’s commitment to providing feedback to customers is a duty it takes seriously. All key relationships with customers are designated an account manager to ensure relationships are maintained and any queries or concerns are addressed in a timely fashion.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Company’s system of internal control to safeguard Company assets and shareholders’ investments. The risk management process and systems of internal control are designed to manage, rather than completely eliminate, the risk of failure in order to achieve the Company’s objectives.
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the Executive Management, the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company. The Company does not have an internal audit function due to the small size of the Company’s administrative function and the high level of Director review and authorisation of transactions. The Audit Committee believes that these internal controls are adequate for the Group’s current size and does not feel that a separate internal audit function is currently warranted. This situation is kept under regular review.
- The key features of the Group’s system of internal control are as follows:
- Management responsibility and accountability: There are clearly defined management responsibilities, reporting lines and limits of authority. The Chief Executive and the Finance Director meet regularly with the Executive Directors and other members of senior management to review progress on financial, commercial, operational, supply chain, HR, health, safety and environmental issues as well as regulatory and legal compliance matters.
- Strategy and planning: The Company updates its strategic plan each year and this is approved by the Board.
- Budgeting and reporting: Detailed management accounts are prepared each month, consolidated and reviewed in detail with senior management.
- Expenditure approval: Authorisation and control procedures are in place for capital expenditure and other major projects. There is also a process to review capital expenditure projects post completion to highlight any issues and improve future projects. Authorisation procedures for operating costs and contractual commitments are reviewed regularly.
- Independence of the finance function: The finance function is encouraged to act independently of general management in the course of its preparation of monthly accounts and exercising of control procedures.
- Insurance and risk management policies: This includes a formal annual risk review report to the Board. Regular meetings are held with insurance and risk advisors to assess the risks throughout the Group.
- Documented policies: There are documented policies for a range of areas including HR matters, expenditure, treasury and financial reporting.
- Cash: The cash and debt position at Group and operational level is monitored daily and any variances from forecast levels are investigated thoroughly. Working capital balances are reviewed on a monthly basis at Group level, and any significant variances are analysed and investigated.
- Effectiveness: The Board continually reviews the effectiveness of the systems of internal control and risk management procedures throughout the year.
There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover profits, cash flows, capital expenditure and balance sheets. Monthly results are reported against budget and forecasts for the current financial year are regularly revised in light of actual performance.
The Board monitors closely developments in legislation, regulation and industry guidelines to ensure that our corporate governance policies are kept up to date and that the Board committees take into account all of the latest guidance in their areas of activity.
Committee meetings are held independently of Board meetings and invitations to attend are extended by the committee Chairman to other Directors, the Company’s advisors and management as appropriate.
The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls, including the review of results of work performed by the Group controls function. The Audit Committee is comprised of four Non-Executive Directors: Paul Johnson, Andrew Green, Craig Chobor and Richard Mastoloni. The Committee is chaired by Paul Johnson. Through their other business activities, each member of the Committee has significant experience in financial matters.
The Nominations Committee is comprised of two Non-Executive Directors: Paul Walsh and Andrew Green. It is chaired by Paul Walsh. The Committee has responsibility for nominating to the Board candidates for appointment as Directors, bearing in mind the need for diversity and a broad representation of skills across the Board, and its principal responsibility is to ensure that the Board comprises individuals with the most appropriate balance of experience, skills and knowledge to help and support the Company strategy.
The Remuneration Committee is comprised of four Non-Executive Directors: Paul Walsh, Peter Reed and Michael Leitner. It is chaired by Andrew Green. Executive Directors and senior management attend Remuneration Committee meetings at the invitation of the Committee Chairman only. The Remuneration Committee meets according to the Company’s requirements at least twice a year and determines, within agreed Terms of Reference, specific remuneration packages for the Chairman, the Executive Directors and the officers of the Company. This includes implementation of Company share incentive plans. In accordance with the Committee’s Terms of Reference, no Director may participate in discussions relating to his or her own terms and conditions of service or remuneration.
The Committee considers: the pay scales applied to each Director’s package; the proportion of the different types of reward within each package; the period within which performance related elements become payable; what proportion of rewards should be related to measurable performance or enhanced shareholder value, and the balance between short and long-term performance elements; and the transparency of Directors’ remuneration in the annual Financial Statements.
The Board recognises that maintaining sound controls and discipline is critical to managing the business. The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. The Directors consider that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The General Counsel ensures that legal risk is properly managed and legal rigour is enforced in all our business negotiations.
The Board is committed to maintaining appropriate standards for all the Company’s business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include an anti-bribery policy, a financial crime policy, a whistle-blowing policy, a gifts and entertainment policy and a conflicts of interest policy. Operating procedures for control of satellite operations are clearly documented and set out in operation manuals. Senior managers are responsible for the implementation of these procedures and compliance is monitored.
All material contracts are required to be reviewed and signed by an executive Director of the Company and reviewed by our General Counsel.
The Company has a robust Risk Register with business continuity plans to address key risks that have a material impact. Risks facing the business are re-assessed, and potential mitigating actions are considered and implemented to help protect against those risks
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board comprises the Non-Executive Chairman, two Executive Directors and seven Non-Executive Directors, one of whom also acts as Senior Independent Director. In April 2018 a new Chief Executive, Kyle Whitehill, was appointed. The Board considers that Andrew Green, Paul Johnson and Richard Mastoloni are “independent” and that, after careful review, that overall the Non-Executive Directors bring an independent judgement to bear and is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively.
The Board recognises that, to ensure the long term success of the Company, certain specific matters should be reserved for the consideration and decision of the Directors alone. Decisions specifically reserved for approval by the Board are formally recorded and include:
- Annual and interim accounts and Financial Statements;
- Dividend policy;
- Board appointments;
- Company strategy and annual operating budget;
- Changes to the Company’s capital structure;
- Changes to the Company’s management and control structure;
- Major capital expenditure, acquisitions and disposals;
- Treasury policies;
- Risk management strategy;
- Company corporate governance policy; and
- Environmental, health and safety and sustainability policies.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the other Directors. The Board also takes all appropriate measures to ensure that no conflict of interest can exist between members of the Board and other stakeholders in the Company. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.
The number of meetings of the Board (and any committees) during the year, together with the attendance record of each director are set out in the Company’s Annual Report.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board is satisfied that, amongst the Directors, it has an effective and appropriate balance of skills and experience. The Company benefits from the extensive experience of the Non-Executive Directors in areas critical to the long term future success of the Company, encompassing a deep understanding of the industry, technology, corporate strategy, finance and investment. The Non-Executive Directors help the Executive Directors by contributing independent challenge and rigour to the Board’s deliberations and assisting in the development of the Company’s strategy. In addition, they are responsible for monitoring the performance of the Executive Directors against agreed goals and objectives. Their views are essential in overseeing the performance of the Company.
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 headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting.
The Board makes decisions regarding the appointment and removal of Directors, and there is a formal, rigorous and transparent procedure for appointments. The Company’s Articles of Association require that all Directors must stand for re-election at least once every three years and that any new Director appointed during the year must stand for election at the AGM immediately following his/her appointment. As a Company with a long-term growth strategy, it is appropriate for Directors to serve on the Board for more than a single term, subject to continuing satisfactory performance.
All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for Directors as necessary. New Directors receive an induction programme and all the Directors are encouraged to continue professional education programmes.
Biographies for each of the directors, including details of their experience and skills, are available on the Company’s website. The Board believes that it encompasses the requisite range of skills and capabilities to create value for shareholders in the long term.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous Improvement
The Chairman regularly assesses on an informal basis the individual contributions of each of the members of the team to ensure that their contribution is relevant and effective, they are committed and, where relevant, they have maintained their independence.
Details of the Company’s Nomination Committee are set out above in relation to principle 4.
Given its size, the Company does not have formal succession planning processes in place, but the development of its employees is kept under continual consideration by the Company’s senior management. The Board is comfortable that, were an Executive Director to leave the Company, the Company’s senior management would be able to support the running of the business on an interim basis, in advance of a permanent replacement being found.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Company prides itself on carrying out its business in a fair, honest and open manner, ensuring that it complies with all relevant laws and regulations.
Under the Companies Act 2006, a Director of a company must avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts or may possibly conflict with the interests of the company. The Company has a formal procedure in place to manage the disclosure consideration and, if appropriate, the authorisation of any such possible conflict. Directors are aware of the requirement to notify the Board as soon as they become aware of any possible future conflict or a material change to an existing authorisation. Only Directors who have no interest in the matter being considered are able to take the relevant decision.
The Company’s commitment to conducting business in an ethical and transparent manner is reflected in several of its policies, including its Anti-bribery Policy, Code of Conduct, New Supplier Selection Policy and Supplier Policy. These policies not only set the values expected of the Company’s own staff but also the behaviours and values required in the Company’s supply chain.
Bribery Act 2010: The Board performs an ongoing assessment of the risk environment and has implemented a framework to ensure that the Company trades in compliance with the UK Bribery Act 2010 and all other relevant anti-bribery and corruption legislation.
Modern Slavery Act 2015: The Company has taken, and is continuing to take, steps to ensure that modern slavery is not taking place within its business or supply chain. A zero tolerance approach to any form of modern slavery has been implemented and the Company is fully committed to acting ethically, transparently and with integrity in all business dealings.
To ensure all service providers comply with these values, the Company undertakes due diligence on all new and existing suppliers. In addition, the Company contracts on the basis that these organisations have in place similar policies to its own, ensuring no part of their business operations contradicts the Company’s ethics
The Group has also put a whistle-blowing policy in place. This allows staff to raise any concerns in confidence directly with the CFO or the Company Secretary or the chair of the Audit Committee.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Chairman maintains a 12 month agenda for Board and committee meetings. Agenda items include permanent items such as progress reports from the Executive Directors and the Company Secretary, as well as periodic items such as updates from the Board committees, review of the risk register and internal controls, strategy and succession planning. Whenever a Director is a related party or interested in a particular transaction being considered by the Board, the Chairman will ensure that the relevant Director will recuse himself/herself from any decisions made in relation to that transaction
The Chairman and the Board have confidence that the way in which the Board meetings are conducted ensures that they cover all the matters required to be discussed and that sufficient time is allowed for discussion of each matter at the most appropriate meeting in the year, enabling the members of the Board to discharge their duties as Directors effectively. The Company Secretary attends all Board meetings and is available to advise on any corporate governance issues that may arise.
During the year to 30 June 2017, the Board met seven times. During the Strategic Review between July and December 2017, the Board also convened weekly telephonic meetings to discuss M&A, restructuring and other related matters.
The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and Committee papers are distributed several days before meetings take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy; approval of major investments; approval of the annual and interim results; annual budgets; and Board structure. The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the Executive Team. All Directors receive regular and timely information on the Group’s operational and financial performance.
The Executive Team consists of senior management and is responsible for the daily running of the group and the execution of approved policies and the business plan. It also manages and oversees key risks, management development and corporate responsibility programmes. The Chief Executive Officer reports to the Board on issues, progress and recommendations for change.
Details of the board committees are set out above in relation to principle 4, and committee terms of reference are available in the Company’s Annual Report. Matters reserved for the board are set out in relation to principle 5.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the AGM and one-to-one meetings with key shareholders. All historical annual reports (including the Audit and Remuneration Committee Reports) and notices of meeting are available on the Company website.
The Board receives regular updates on the views of shareholders through briefings and reports from the Chief Executive Officer, Chief Financial Officer and the Company’s brokers.
As soon as practicable after any general meeting has concluded, the results of the meeting are released through a regulatory news service and a copy of the announcement is posted on the Company’s website.