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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 (www.600group.com) and in the Annual Report how it addresses the ten principles of the code.

The Board

The 600 Group plc board is assuming a purely supervisory, strategic and stewardship role and engaging 600 Group, Inc, a wholly owned subsidiary, to fully manage day to day operations. In that regard, Paul Dupee will transition to a Non-Executive Chairman role of the plc but continue as Executive Chairman of 600 Group Inc. Derek Zissman will continue as Senior Independent Director and chair of the Audit Committee, with Stephen Fiamma continuing as chair of the Remuneration Committee. Neil Carrick will continue as Corporate Secretary.

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

The senior non-executive Director, Derek Zissman assisted by the three other non-executive Directors, Stephen Fiamma, Don Haselton and Todd Riggs provide adequate counterbalances and challenges to ensure no one view dominates decisions.

Mr Zissman has now been on the Board over 9 years but continues to bring independent views and contemporary working practices to the Board as a result of his roles as a non-executive director with a number of other listed companies.

The Directors meet regularly during the year, and utilise video conference as well as site visits to operating businesses. Local management teams presented to the Board on current and future business projects during the year.

The Board is served by an Audit Committee headed by Derek Zissman and including Stephen Fiamma and Todd Riggs. The Audit Committee meets at least twice during the year to review both the interim and year end results before publication. 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.

The Remuneration Committee is headed by Stephen Fiamma and consists of the non-executive directors.

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

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.

Relations with shareholders

Regular contact is maintained with major shareholders and loan note holders, who also hold warrants to subscribe for shares. In normal circumstances individual shareholders attending the AGM engage directly with the Board in an open question and answer session before voting on the various resolutions. The 2021 AGM was open to members but as a result of COVID-19 restrictions attendance was not encouraged but questions in advance were requested with any replies posted on the Group website along with the results of proxy votes 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 meetings and conference calls between the Board 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.

Annual Reports and Accounts 2021

Annual report 2020

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