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The QCA Code

The Company has adopted the QCA Code in compliance with AIM Rule 26 and the ten principles of the Code and how the Company addresses these are set out below :

1. Establish a strategy and business model which promote long-term value for shareholders.

The Group strategy is to leverage our industry recognised brands through an increased worldwide distribution network and introduce new products to widen the customer base.

The Group also intends to further develop its business interests by a programme of carefully targeted strategic acquisitions.

2. Seek to understand and meet shareholder needs and expectations.

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 Company updates its website for all RNS announcements and has commissioned analyst research which is made available to all shareholders through the website.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Board is aware that good relations with the wider group of stakeholders such as employees, suppliers and customers contributes 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 feed back from trade and training agencies helps identify changing trends or market requirements and allows the Group to plan and adapt for upcoming changes.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The consideration and documentation of risks and opportunities is undertaken on an annual basis as part of the budgeting process which the full Board takes part in. These are then monitored and adapted as required throughout the year through 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 asses risks and provide cover in areas where risk mitigation is not possible or risks are significant.

5. Maintain the Board as a well-functioning, balanced team led by the chair.

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 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 9 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 meet 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.

The Board is served by an Audit Committee headed by Derek Zissman and consisting of the non -executive Directors.

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.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Paul Dupee has been involved in the management of both public and private companies in the USA and UK over many years and has extensive experience in corporate transactions.

Neil Carrick has over 29 years’ experience at board level in a finance role in public companies with overseas operations and has substantial experience in corporate transactions.

Derek Zissman was a previous Vice Chairman of KPMG LLP and has considerable experience in both public and private companies throughout the World and extensive City and private equity experience.

Stephen Rutherford is an engineer by background and has managed several multinational engineering and manufacturing companies and has extensive experience in the Far East, where a substantial proportion of the Group’s suppliers are based.

Stephen Fiamma was a partner in the tax practice of Allen and Overy LLP and has significant experience of multinational tax planning, particularly the USA.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board undertakes periodic reviews of its performance and effectiveness and that of individual Directors and of the wider senior management. Succession planning for both the Board and senior management is part of this review process.

8. Promote a corporate culture that is based on ethical values and behaviours

The corporate culture promoted by the Board underlines the Group products which have been seen by customers over decades as reliable well- made machines.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board has put in place corporate governance policies appropriate to the size and complexity of the Group

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board communicates the governance policy in place through inclusion in the Annual Report and through the Group website.

Annual Report and Accounts 2018

Annual report 2018

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