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Corporate Governance

High standards of corporate governance are a key priority for the Board and provide the framework on which it seeks to deliver long term improvement in shareholder value.

AIM companies have been required to report on corporate governance from 28 September 2018. The Company is small and has limited resources and therefore has formulated a corporate governance policy around the principles contained in the QCA (Quoted Companies Alliance) corporate governance code which is appropriate for smaller companies.

The QCA code was revised at the end of April 2018 and the Board has set out on the Company’s website ( and in the Annual Report how it addresses the ten principles of the new code.

The Board
The Board is chaired by the Executive Chairman Paul Dupee who by virtue of being the managing partner of Haddeo Partners LLP is also a major shareholder.

The other executive Director is Neil Carrick the Group Finance Director who also acts as the Company Secretary.

The senior non-executive Director, Derek Zissman assisted by the two other non-executive Directors, Stephen Rutherford and Stephen Fiamma provide an adequate counterbalance and challenge to the two executive Directors and ensure no one view dominates decisions.

Whilst Stephen Rutherford has been on the Board over 10 years, he continues to provide a valuable input into Board discussion with his engineering and manufacturing background and significant experience in the Far East and remains independent of thought.

The Directors met regularly during the year including visits to each of the USA business facilities which provides an opportunity to interact with the local management teams on current and future business projects. Nine meetings were held during the year which were attended by all Directors except for Mr. Rutherford who was absent for one meeting.

The Board is served by an Audit Committee headed by Derek Zissman and consisting of the non-executive Directors. The Audit Committee met twice during the year. Details of the Committee’s activity during the year is included in the Audit Committee Report on page 12 of the Annual Report and Accounts.

The Remuneration Committee is headed by Stephen Fiamma and consists of the non-executive directors. The Remuneration Committee met once during the year. A separate remuneration report is included on pages 16-18 of the Annual Report and Accounts.

The Board as a whole operates as the Nominations Committee as and when required.

During the year the Board took both legal and actuarial advice in respect of the UK pension scheme during the wind-up process.

Directors keep their skillset up to date through membership of their respective professional bodies and as a result of interaction with other bodies with whom they work.

Full biographies for each director are available here.

Relations with shareholders
Regular contact is maintained with major shareholders and loan note holders, who also hold warrants to subscribe for shares. Individual shareholders attending the AGM engage directly with the Board in an open question and answer session before voting on the various resolutions. The results of proxy votes are announced following the vote on each resolution at the AGM. The Company updates its website for all RNS (Regulatory News Service) announcements and has commissioned analyst research which is made available to all shareholders through the website.

Social responsibility
The Board is aware that good relations with the wider group of stakeholders such as employees, suppliers and customers contribute to the Group’s success. Regular presentations are made to staff to keep them updated and visits are made to major suppliers and customers to ensure any issues are addressed in a timely manner. Representation on trade bodies and feedback from trade and training agencies helps identify changing trends or market requirements and allows the Group to plan and adapt for upcoming changes.

Risk management
The Audit Committee has overall responsibility for the monitoring of internal controls, approving accounting policies and agreeing the treatment of significant accounting issues. The consideration and documentation of risks and opportunities is undertaken on an annual basis as part of the budgeting process in which the full Board takes part. These matters are then monitored and adapted as required throughout the year by the means of regular management meetings and scheduled conference calls between the Executive Directors and the divisional management teams around the world. The annual insurance renewal provides a further opportunity to assess risks and provide cover in areas where risk mitigation is not possible, or levels of risk are significant.

The Board reviews monthly financial performance against budgets and forecasts and monitors bank facilities and other treasury functions with any policy changes approved by the Board.

The Audit Committee receives feedback from the external auditors on areas of risk and accounting procedures which are used in adapting internal control processes as required.

View further detail on key business risks here.

Annual Report and Accounts 2019

Annual report 2019

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