The Board is accountable to the Group’s shareholders for attaining a high standard of corporate governance.
Corporate governance last reviewed on 15 August 2019.
The Company’s corporate governance is founded on the Board having good quality people in place with relevant skills and experience, working as a team, to achieve the Company’s strategy and deliver value for shareholders.
The Board currently comprises an Independent Non-Executive Chairman, the Chief Executive Officer, one other Executive Director and two other Non-Executive Directors. The Board’s role is to bring independent judgement on issues of strategy, performance, resources and standards of conduct that are vital to the success of the Group. The Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision by the Board. The Board have established a Nomination, Audit and Remuneration committee.
The Board, recognising the importance of sound corporate governance, has decided to adopt the QCA’s new Corporate Governance Code (published in April 2018) (the “QCA Code”) as the basis for the Company’s corporate governance. In applying the QCA Code companies must show how it has applied the ten principles of the QCA Code (the “Principles”) to its governance.
The Board has reviewed the Company’s corporate governance in the light of the Principles and how it complies with the Principles is explained in this Corporate Governance Statement together with the disclosures required by the Code.
The Board has for a number of years pursued a particular stated strategy which it reviews on a regular basis. With the disposal of the Manufacturing business in August 2019, the strategic focus will be on the development of the Owned Brands portfolio.
2. Seek to understand and meet shareholder needs and expectations.
Regular dialogues are held with shareholders, including holding briefings with analysts and other investors and staff shareholders. The company also uses the Annual General Meeting as an opportunity to communicate with its shareholders. All directors are expected to attend the Annual General Meeting with the Chairmen of the Audit and Remuneration Committees being available to answer shareholders’ questions. The Chairman of the Board is the primary point of contact for all shareholders.
The Company produces year end and interim announcements as well as a Full Annual Report all of which are available on the Results, Reports & Presentations section of the Company’s website and hard copies of the annual report are distributed to those shareholders who have requested to continue to receive them. The Board seeks to present a fair and balanced assessment of the Company’s financial position and prospects in its financial reports. Comments from Shareholders on the quality and content of the reports and areas for improvement are always welcomed.
The Company’s website (www.brandarchitektsplc.com) contains information on the Group, matters reserved for the Board, the Company’s articles of association, the Committee terms of references, copies of all documents sent to shareholders and all market and regulatory announcements.
There is a separate section on the website named ‘Shareholder & Company Documents’ within this section are documents such as notices of Annual General Meetings, Board Changes, Holding(s) in Company which are sent to shareholders and any other information sent to shareholders during the period.
The Directors actively seek to build a relationship with institutional shareholders. The Executive Directors make presentations to institutional shareholders and analysts each year immediately following the release of the full-year and half-year results. In addition, in 2018 the Chairman and Non-Executive Directors visited the substantial shareholders to listen to their feedback and have a direct conversation on any areas of concern.
As well as the Board being available at the AGM to meet with private shareholders, the Company encourages interaction with private shareholders wherever possible. Private shareholder events are held by the Executive Directors. To request a meeting please contact us.
The Board is kept informed of the views and concerns of major shareholders by briefings from the Executive Directors. Any significant investment reports from analysts are also circulated to the Board. The Chairman and Non-Executive Directors are available to meet with major shareholders if required to discuss issues of importance to them.
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, partners, industry bodies and creditors. The principal ways in which their feedback on the group is gathered is via meetings, conversations and feedback processes.
Our People – Our Values
The success of our business is dependent upon the quality, commitment and behaviour of our employees. With clear policies and direction we strive for the highest standards of behaviour and the foundation of this discipline is our values.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Company’s key risks and uncertainties are set out in the Strategic Report and the main risks arising from the Company’s operations and how these are managed by the Board are also set out in the notes to the Financial Statements. The Company’s strategy and business model and the Company’s risks and uncertainties are reviewed annually.
The Board regularly considers potential risks to its strategy and the Company’s business and concludes its annual risks assessment prior to the preparation of the Annual Report & Accounts and the impact of these risks on the interests of its key stakeholders including suppliers and end-customers are were also considered. As a result, the assessment of risk by the Board, which has been discussed with the Company’s Auditors, is that the policies for managing these risks should remain unchanged.
5. Maintain the board as a well‑functioning, balanced team led by the chair.
The non-executive Chairman and Chief Executive Officer are responsible for the running of the Board and have executive responsibility for running the Group’s business and implementing Group strategy.
The Board comprises Non-Executive Chairman, Chief Executive Officer, one Executive Director and two Non-Executive Directors. The Board considers that all Non-Executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.
The Board as a whole manages the business of the Company on behalf of the Shareholders and in accordance with the Articles of Association. This is achieved through its decision making and where appropriate through the delegation of certain responsibilities to committees.
The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration and Nomination Committee.
Directors’ conflict of interest
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 rest of the Board.
6. Ensure that between them the directors have the necessary up‑to‑date experience, skills and capabilities.
The Board as a whole is confident that it has a strong team which contains the necessary mix and balance of experience, skills, personal qualities and capabilities to deliver the Company’s strategy for the benefit of the shareholders. The Board will continue to review the collective resources of its directors and whether further resource and skills may be required to deliver on the Company’s strategic objectives. It is not envisaged at this time that any further appointments will be made to the Board in the short-term.
The directors of the Company, as non-executives, are expected to not only play a part in the management of the Company but also to challenge and contribute to the development of strategy and the achievement of the Company’s objectives. They all play their part by being experienced and commercial people who bring a wide range of skills and capabilities to the Board.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The Board continually considers and evaluates its own performance and effectiveness and that of the individual Directors and Board Committee members. The Company also conducts annual formal performance appraisals for the Chief Executive and Executive Directors and will continue to do so on an on-going basis.
8. Promote a corporate culture that is based on ethical values and behaviours.
Brand Architekts is committed to high standards of ethical behaviour. The Group has created an Ethical Policy in order to ensure that both its organisation and its suppliers manufacture and supply safe, legal products that meet statutory and customer requirements and that business is conducted in accordance with Industry and internationally approved Standards of good ethical, employment and environmental practice.
See our Responsibilities section for more detail.
9. Maintain governance structures and processes that are fit for purpose and support good decision‑making by the board.
The role of the Board is to ensure delivery of the business strategy and long-term shareholder value. The general obligations of the Board and the roles and responsibilities of the Chairman and the Chief Executive Officer are set out in a formal Board responsibilities statement approved by the Board. The Board fulfils its role by approving the annual strategic plan and monitoring business performance throughout the year. The Board holds formal scheduled Board meetings during the financial year and in addition held a number of unscheduled ad-hoc meetings, typically by conference call. There is in place a schedule of matters reserved for Board approval that can be found on the Company's website.
The Board have approved an annual Board calendar setting out the dates, location and standing agenda items for each formal scheduled Board and Committee meeting and scheduled Board calls. Board papers are circulated to Directors in advance of scheduled and unscheduled meetings, which are of an appropriate quality to enable the Directors to fulfil their obligations and adequately monitor the performance of the business. Directors who are unable to attend a meeting are expected to provide their comments to the Chairman, the Chief Executive Officer, or the Company Secretary as appropriate. The Board also receives management information on a regular basis that sets out the performance of the business. The Chief Executive Officer and Group Finance Director are invited to attend the Audit and Remuneration Committee meetings, if appropriate.
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. Senior executives below Board level attend Board meetings where appropriate to present business updates.
The Board is supported by the Audit, Remuneration and Nomination Committees. Each Committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the Committee to discharge its duties.
The Board has appropriate policies and procedures in place to guard against insider trading by employees including Directors. Appropriate clearances are required in order that trades can be made and all employees are made aware, via company-wide emails, of relevant close periods prior to financial results being announced.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
In addition, the Company communicates with shareholders through the Annual Report, full-year and half-year announcements, the Annual General Meeting, General Meetings and one-to-one meetings with large existing or potential new shareholders.
Directors’ and Officers’ Liability Insurance and Third Party Indemnity Insurance
During the year, the Company has maintained insurance cover for its directors and officers under a Directors’ and Officers’ liability insurance policy. The Company has not provided any qualifying third-party indemnity cover for the directors although under the Company’s Articles of Association the Company may indemnify any Director or other officer against any such liability.
Conflicts of interest
Under the Companies Act 2006, directors must avoid situations where a direct or indirect conflict of interest may occur. The Company has in place procedures to deal with any situation where a conflict may be perceived.
As a result the Company has complied with AIM Rule 31 which requires the following: