The board is committed to maintaining high standards of corporate governance. As chairman, it is my role to ensure that these standards are promoted by the board and to ensure that the group is managed in the best interests of shareholders and our broader stakeholder group. During the year, we have formalised our governance policies by adopting the QCA Corporate Governance Code (‘the QCA Code’).
We recognise that a positive culture, together with a robust approach to governance, is key to the success of the organisation. As a professional services consultancy the group’s services are regulated by externally governed codes of practice and ethical behaviour. These regulatory professional standards are reinforced by the board which sets the culture of the group in promoting entrepreneurial growth against the background of sound regulatory compliance and ethical standards.
We seek to be a trusted advisor to all of our clients, to act with integrity at all times and to take pride in the advice and solutions we provide.
We have a clear approach to governance and risk management with a highly experienced leadership team in executive and senior management positions together with robust compliance and governance procedures. We are committed to a culture which ensures that our people enjoy working for the group, can develop their talents and fulfil their potential with us.
In the following sections we have provided details on our approach to governance and the adoption of the QCA Code, including reports from the audit and remuneration committees. I believe that the adoption of the QCA Code will contribute to our ability to deliver long-term shareholder value and assist the board in managing the business for all of its stakeholders, whilst maintaining a flexible, efficient and effective management framework within an entrepreneurial environment.
Further detail on our compliance with the QCA Code can be found on our website at www.begbies-traynorgroup.com/investor-relations/company-information.
The board is responsible for creating and sustaining shareholder value through management of the business. It does this by:
Specific responsibilities have been delegated to committees of the board, being the audit and remuneration committees. The terms of reference for these committees are available on the group’s website.
In the absence of a formal nominations committee the board is responsible for ensuring that it retains an appropriate composition and balance of skills and expertise together with considering relevant succession.
Operational management of the group’s respective divisions is delegated by the board to two principal operating boards (business recovery and advisory services and property services) which comprise relevant members of the group’s executive and non-executive directors, together with senior partners and managers from the respective divisions.
It is important that the board contains the right mix of skills and experience in order to deliver the strategy of the group. As such, the board is comprised of the executive chairman, two other executive directors and three non-executive directors.
Ric Traynor, who established the business and led the group’s introduction to AIM, fulfils the role of executive chairman being responsible for the workings and leadership of the board together with managing the business with the support of the other executive directors.
Whilst the QCA Code requires the chairman to have adequate separation from the day to day business, the board believe the current role is appropriate and in the best interests of the group. In recognition of this non-compliance with the QCA Code the board comprises an equal number of non-executive to executive directors, to offer robust and independent challenge of all board decision making, and has appointed Graham McInnes, one of its non-executive directors, as a senior independent director.
The group has two executive directors in addition to the executive chairman, Nick Taylor (Group Finance Director) and Mark Fry (Head of Business, Recovery and Advisory) who are responsible for managing the delivery of the business plans within the strategy set by the board.
The group has three non-executive directors (NEDs); Graham McInnes, John May and Mark Stupples. The NEDs role is to provide oversight and scrutiny of the performance of the executive directors, helping the business to develop, communicate and execute its agreed strategy within the defined risk management framework.
The NEDs are expected to attend all board meetings, any committee meetings of which they are a member and the annual general meeting. In addition, Mark Stupples is the non-executive chairman of the property services operating board. NEDs are expected to dedicate sufficient time to the group’s affairs to enable them to fulfil their duties as directors.
The board considers that the three NEDs are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.
The company secretary provides advice and guidance to the extent required by the board on the legal and regulatory environment and assists the chairman in preparing for and running effective board meetings, including the timely dissemination of appropriate information. All directors have access to the company secretary and all group records. Each director is authorised to take external advice at the expense of the company in support of his duties. The company secretary also acts as the link between the company and shareholders on matters of governance and investor relations.
Election of directors
Each director serves on the board until the annual general meeting following his or her election or appointment where the director must stand for re-election. In accordance with the group’s articles of association one third of the directors are re-elected on an annual basis, with those directors who have been in office the longest being subject to this requirement.
In addition, in accordance with the QCA Code, any independent non-executive directors who have served for more than nine years will stand for re-election at each AGM.
An evaluation of board performance was conducted during the year facilitated by the company secretary. This was the first evaluation that we have completed following the adoption of the QCA Code. The process involved the completion of a questionnaire by each director focussed on the ten principles of the QCA Code.
The results were then discussed by the board collectively with areas for development being agreed. These included developing and aligning the group around a single key vision; prioritising investor relations and shareholder and market feedback; and conducting a review of the group’s current CSR initiatives. The evaluation also considered the need for the board to allocate time to hold a strategy review to assess the board’s long term vision and strategy.
The full board meets formally on a quarterly basis and informally where relevant throughout the year. Agendas for these meetings formalise the matters reserved for decision by the board with papers circulated in advance for consideration and comment. Meetings are structured to allow for the open discussion and debate of the key issues.
The board met 6 times during the year. Attendance at meetings during the financial year is shown in the table below:
The purpose of the audit committee is to monitor the integrity of the financial statements of the company. Some of the audit committee's duties include:
The audit committee has two members, each of whom is an independent, non-executive director and at least one member has recent and relevant financial experience. The current members of the committee are Graham McInnes as the Chairman and John May.
The executive chairman, the group finance director and a representative of the group’s external auditors are permitted to attend meetings of the committee by invitation only. The committee meets at least three times a year, in accordance with its terms of reference.
The purpose of the remuneration committee is to be responsible for all elements of the remuneration of the executive directors as well as supporting the board in setting and designing its policies governing staff remuneration. Some of the remuneration committee's duties include:
The remuneration committee has two members, each of whom is an independent, non-executive director. The current members of the committee are John May as the Chairman and Graham McInnes. The executive chairman is invited to attend for discussion on executive remuneration matters save for those relating to himself.
The committee performs its functions in accordance with its terms of reference, meeting at least twice a year. Additional information is included in the directors’ remuneration report within the annual report.
The group has adopted a share dealing code to ensure directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR") which applies to the company by virtue of its shares being traded on AIM. Furthermore, the share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
In accordance with MAR and the AIM Rules the share dealing code, provides that the company must:
Date on which this information was last reviewed: 8 July 2019