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Corporate Governance Statement

Board of directors

The board’s responsibility is to provide overall leadership and oversee the performance and successful strategic development of the group as well as setting and monitoring the professional standards and values which its divisions and stakeholders demand, together with overseeing the group’s internal control and risk management.

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 of relevant members of the group’s executive team and include senior partners and managers from the respective divisions.

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.

In order to achieve its objectives, the board adopts the ten principles of the QCA Code. Through implementing these principles, the group intends to deliver long-term growth for shareholders whilst maintaining a flexible, efficient and effective management framework within an entrepreneurial environment.

It is important that the board itself 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 one of its non-executive directors as a senior independent director.

The other two executive directors are Nick Taylor, group finance director, and Mark Fry, head of business recovery and advisory.

The independent non-executive directors are Graham McInnes, John May and Mark Stupples.  The board considers that the non-executive directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.

Graham McInnes is the senior independent director.

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.

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.

The full board meets formally on a quarterly basis and informally where relevant throughout the year. Relevant executive directors sit on and attend the regular operational board meetings for the group’s two operating divisions. Agendas for these meetings formalise the matters reserved for decision by the respective boards with papers circulated in advance for consideration and comment.  Meetings are structured to allow for the open discussion and debate of the key issues.

Corporate Governance 

The board is primarily responsible for enhancing shareholder’s interests. It does this by:

  • setting the strategy and direction of the company;
  • maintaining appropriate controls to ensure the effective operation of the company;
  • approving revenue and capital budgets and plans;
  • approving financial statements, material agreements and non-recurring projects;
  • determining the financial structure of the company including treasury and dividend policy;
  • overseeing control, audit and risk management; and
  • setting and monitoring remuneration policies.

In compliance with UK best practice, the board has established corporate governance committees to which certain responsibilities are delegated.

Audit Committee 

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:

  • reviewing the company's accounting policies and reports produced by the external auditors;
  • considering whether the company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
  • reporting its views to the board of directors if it is not satisfied with any aspect of the proposed financial reporting by the company;
  • reviewing the adequacy and effectiveness of the group’s internal financial controls and internal control and risk management systems;
  • reviewing the adequacy and effectiveness of the group’s anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
  • overseeing the appointment of and the relationship with the external auditor.

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.

Remuneration Committee

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:

  • determining and agreeing the pay and employment conditions of the board of directors as well as reviewing the group’s general staff pay and employment policies; and
  • approving targets and performance related pay schemes operated by the group and all share incentive plans and pension arrangements.

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.

Share Dealing Code 

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:

  • disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
  • keep a list of each person who is in possession of inside information relating to the company;
  • procure that all persons discharging managerial responsibilities and certain employees are given clearance by the company before they are allowed to trade in company securities; and
  • procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the company and the Financial Conduct Authority of all trades in company securities that they make.

Date on which this information was last reviewed: 20 September 2018

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