Investors | Corporate Governance
We have a responsibility to ensure high standards of integrity and to promote a culture based on trust and ethical values and behaviours, and we recognise the importance of high standards of corporate governance.
The Company follows the principles as set out in the Corporate Governance Code for Small and Mid-Size Quoted Companies from the Quoted Companies Alliance (“the QCA Code”), to the extent that the Board considers appropriate for a business of the Company’s size and nature.
The QCA Code is a set of corporate governance guidelines published by the Quoted Companies Alliance, which includes a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters.
Details as to how the Company complies with the QCA Code are set out here and have been approved by the Company’s Board of directors in accordance with the recommendations of the Code.
The below provides an explanation of how Libertine Holdings PLC applies the principles of the QCA Code.
Last updated: 23 December 2021
Principle 1 – Establish a strategy and business model which promotes long-term value for shareholders
The Group’s business model and strategy is set out in Part 1 of its Admission document. The Directors believe that the Group’s model and growth strategy will help to promote long-term value for Shareholders.
The Board will hold at least one session each year focussed on strategy, including input from external advisors and the Executive Management Committee and other employees. An update on strategy will be provided each year in the Strategic Report section of the Annual Report and Accounts.
The Board has no current intention of paying a cash dividend to Shareholders as the Board currently intends to invest the Company’s cash reserves and any cash generated into business growth and will consider declaring a dividend only when prudent to do so and in the context of the cash generated by the business. It is the Board’s intention, should the Company generate a sustained level of distributable profits, to consider a progressive dividend policy in future years.
The principal risks facing the Group are set out in Part 2 of the Admission Document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, using its risk management framework and risk register.
Principle 2 – Seek to understand and meet shareholder needs and expectations
The Board is committed to open and ongoing engagement with the Company’s Shareholders. Prior to Admission, as a Private Company, the Directors would communicate with shareholders on a regular basis through quarterly updates and its annual general meeting.
In advance of Admission, the Directors undertook a roadshow which has informed the Company of the expectation of new incoming Shareholders.
Following Admission, the Director will communicate with Shareholders through:
- the Annual Report and Accounts;
- Shareholder Roadshows;
- Interim and full-year results announcements;
- trading updates (where required or appropriate);
- the annual general meeting; and
- the Company’s investor relations website.
The Chief Financial Officer is the primary contact for Shareholders and there will be a dedicated email address for shareholder questions and comments. Regular meetings will be held between the Chief Executive Officer, Chief Financial Officer, institutional investors, analysts and Financial PR Agency to ensure that the Company’s strategy, financials and business developments are communicated effectively.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, existing and new customers, suppliers and advisors, shareholders and the community, in order to achieve long-term success.
The Executive Directors will maintain an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for oversight of risks to safeguard that the business is exposed to neither unnecessary risks nor insufficient management of those risks. The Board understand that some risks are inherent in our business activities and can relate to internal or external strategic threats, operational issues, compliance with laws and our reporting obligations.
The principal risks facing the Group are set out in Part 2 of the Admission Document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, using its risk management framework and risk register. An update of the current principal risks, mitigating actions and status will be presented within our Annual Report and Accounts.
Principle 5 – Maintaining the Board as a well-functioning, balanced team led by the Chair
On Admission, the Board will comprise four directors:
- Keith Jackson (Independent Non-Executive Chairman)
- Douglas Montgomery (Independent Non-Executive Director)
- Sam Cockerill (Chief Executive Officer)
- Gareth Hague (Chief Financial Officer)
The Board comprises four Directors (two Executive Directors and two Non-Executive Directors), reflecting a blend of different experiences and backgrounds. Keith Jackson and Douglas Montgomery are considered by the Board to be independent. The Board intends to meet regularly to review, formulate and approve the Group’s strategy, performance and corporate actions.
The Board has constituted an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. The Board will hold at least 8 board meetings throughout the year.
The Board has been constructed to ensure that it has the right balance of skills, experience, independence, and knowledge of the business. The Company intends to appoint a further independent non-executive director when a suitable candidate is found and that person will be asked to chair the Audit Committee.
Principle 6 – Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The skills and experience of the Directors are summarised in their biographies set out in Part 1 of the Admission Document.
The Board has been constructed to ensure that it has the right balance of skills, experience, independence, and knowledge of the business. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to promote long-term value. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically.
Keith Jackson and Gareth Hague both have recent experience of being Board Members of AIM listed businesses. In addition, all Directors have received briefings from the Company’s Nominated Adviser and lawyers, in respect of continued compliance with the AIM Rules and MAR.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and expertise required to execute the Group’s strategy.
Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Directors will consider the effectiveness of the Board, Audit and Risk Committee, Remuneration Committee, and the individual performance of each Director. The Company has a Nomination Committee which will conduct an annual assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective. The outcomes of performance will be described in the Annual Report and Accounts.
Principle 8 – Promote a culture that is based on ethical values and behaviours
The Board is committed to promoting a culture of integrity, honesty, trust and respect, and all employees of the Group are expected to operate in an ethical manner in all their internal and external dealings. The staff handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees.
The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Company.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Non-Executive Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.
The Board is supported by the Audit and Risk Committee, Remuneration Committee and Nomination Committee. There are certain material matters which are reserved for consideration by the full Board. Each of the committees has access to information and external advice, as necessary, to enable the committee to fulfil its duties.
The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
Principle 10 – Communicate how the Company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders
Responses to the principles of the QCA code and the information that will be contained in the Company’s Annual Report and Accounts provide details to all stakeholders on how the Company is governed.
The Annual Report and Accounts, and other Company updates (Half & Full year results, trading updates) are key communication channels through which progress in achieving the Group’s objectives and updating its strategic targets can be given to all stakeholders following Admission. Additionally, the Board will use the Annual General Meetings to engage directly with Shareholders, to give information and receive feedback about the Group and its progress. The Company’s website will be updated on a regular basis with information regarding the Group’s activities and performance, including financial information. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings will also be made available on the website.
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external financial reporting, audits and controls, including reviewing the Company’s annual and half-yearly financial statements, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and the tendering process and reviewing the effectiveness of the Company’s corporate governance, internal audit and controls, risk management, whistle-blowing and fraud-prevention systems. The ultimate responsibility for reviewing and approving the Company’s annual report and accounts and its half-year reports remains with the Board.
The Audit Committee will be chaired by Keith Jackson and its other members will be Douglas Montgomery. The Company intends to appoint a further independent non-executive director when a suitable candidate is found and that person will be asked to chair the Audit Committee. At such point in time, Keith Jackson will no longer chair the Audit Committee but will continue on as a member of it. The Board has satisfied itself that has recent and relevant financial experience, and that the committee as a whole has competence relevant to the sector in which the Company operates. The Audit Committee will normally meet not less than [three] times in each financial year and at such other times as the chair of the committee requires. It will have unrestricted access to the Company’s auditors. As a matter of course, the Company’s Chairman and Chief Executive Officer will be invited to attend Audit Committee meetings.
The nomination committee will comprise Keith Jackson and Douglas Montgomery, who will act as chair. The nomination committee will review and recommend nominees as new Directors to the Board.
The remuneration committee will comprise Keith Jackson, who will act as chair, and Douglas Montgomery. The remuneration committee will review and make recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees under the intended share option schemes.