The Board is accountable to the Group’s shareholders for attaining a high standard of corporate governance.
Corporate governance last reviewed on 7th November 2023.
The Company’s corporate governance is founded on the Board having good quality people in place with relevant skills and experience, working as a team, to achieve the Company’s strategy and deliver value for shareholders.
The Board currently comprises an Independent Non-Executive Chairman, the Chief Executive Officer, one other Executive Director and two other Non-Executive Directors. The Board’s role is to bring independent judgement on issues of strategy, performance, resources and standards of conduct that are vital to the success of the Group. The Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision by the Board. The Board have established a Nomination, Audit and Remuneration committee.
The Board, recognising the importance of sound corporate governance, has decided to adopt the QCA’s new Corporate Governance Code (published in April 2018) (the “QCA Code”) as the basis for the Company’s corporate governance. In applying the QCA Code companies must show how it has applied the ten principles of the QCA Code (the “Principles”) to its governance.
The Board has reviewed the Company’s corporate governance in the light of the Principles and how it complies with the Principles is explained in this Corporate Governance Statement together with the disclosures required by the Code.
Members: R S McDowell (Chair), E J Beale, C How
Members: E J Beale (Chair), R S McDowell, C How
Members: C How (Chair), R S McDowell, E J Beale
1. Establish a strategy and business model which promote long-term value for shareholders
The Board meets annually to review the strategy for the Group.
The strategic plan and business model are reviewed by the executive leadership on a monthly basis with relevant operational and management updates being reported to demonstrate delivery and progress to the Board. Decisions of the Board are made in line with the strategic plan and business model for the Group.
Further information is within the Group’s Annual Report; CEO’s Statement on pages 16 to 19; Business Model on pages 20-21; Project 50 on pages 24-25;
2. Seek to understand and meet shareholder needs and expectations.
Regular dialogues are held with shareholders, including holding briefings with analysts and other investors and staff shareholders. The Company also uses the Annual General Meeting as an opportunity to communicate with its shareholders. All directors are expected to attend the Annual General Meeting with the Chairmen of the Audit and Remuneration Committees being available to answer shareholders’ questions. The Chairman of the Board is the primary point of contact for all shareholders.
The Company produces year end and interim announcements as well as a full Annual Report all of which are available on the Results, Reports and Presentations section of the Company’s website and hard copies of the Annual Report are distributed to those shareholders who have requested to continue to receive them. The Board seeks to present a fair and balanced assessment of the Company’s financial position and prospects in its financial reports. Comments from shareholders on the quality and content of the reports and areas for improvement are always welcomed.
The Company’s website (www.brandarchitektsplc.com) contains information on the Group, the Company’s Articles of Association, the Committee terms of references, copies of all documents sent to shareholders and all market and regulatory announcements.
There is a separate section on the website named ‘Shareholder and Company News’ within this section are documents such as notices of Annual General Meetings, Board changes, holding(s) in Company which are sent to shareholders and any other information sent to shareholders during the period.
Further information is within the Group’s Annual Report; Stakeholder Engagement and Section 172 on pages 28 to 30
3. Take into account wider stakeholder and social responsibilities and their implications for long‑term success.
The Group’s stakeholders include shareholders, members of staff, customers, suppliers, regulators, partners, industry bodies and creditors. The principal ways in which their feedback on the Group is gathered is via meetings, conversations and feedback processes. This, as well as
the actions generated from this feedback, is detailed in the Stakeholder Engagement and Section 172 section on pages 28 to 30.
Further information can be found in the Corporate Governance section of the Company’s website (www.brandarchitektsplc.com) as well as in the Group’s Annual Report; Section 172 section on pages 28 to 30.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Company’s principal risks and uncertainties are set out in the Strategic Report and the main risks arising from the Company’s operations and how these are managed by the Board are also set out in the Notes to the Accounts. The Company’s strategy and business model, and the
Company’s risks and uncertainties, are reviewed annually.
The Board regularly considers potential risks to its strategy and the Company’s business during formal Board meetings, including agenda items focusing on KPIs, lessons learned from recent initiatives and post investment reviews. The Board concludes its annual risks assessment prior to
the preparation of the Annual Report and Accounts, and the impact of these risks on the interests of its key stakeholders including suppliers and customers are also considered.
During the year, the Company has maintained insurance cover for its directors and officers under a directors’ and officers’ liability insurance policy. The Company has not provided any qualifying third-party indemnity cover for the directors although under the Company’s Articles of
Association, the Company may indemnify any director or other officer against any such liability.
Further information can be found in the Corporate Governance section of the Company’s website (www.brandarchitektsplc.com) as well as in the Group’s Annual Report; Principal Risks and Uncertainties on pages 26 to 27.
5. Maintain the board as a well‑functioning, balanced team led by the chair.
The Non-Executive Chairman and CEO are responsible for the running of the Board and have executive responsibility for running the Group’s business and implementing Group strategy.
The Board comprises Non-Executive Chairman, CEO, one executive director and two non-executive directors. The Board considers that all non-executive directors bring an independent judgement to bear notwithstanding the varying lengths of service.
The Board as a whole manages the business of the Company on behalf of the shareholders and in accordance with the Articles of Association. This is achieved through its decision-making and where appropriate through the delegation of certain responsibilities to Committees.
The Board meets formally six times a year, while this is supplemented by ad hoc interim meetings focusing on items requiring discussion, review and approval as required. All meetings were 100% attended during the year.
Non-Executive Directors’ terms of appointment provide that they will commit such time as necessary for the fulfilment of their duties. This is anticipated to be in the order of 20 days per annum.
The Board has a formal schedule of matters reserved to it (available on the Company’s website www.brandarchitektsplc.com) and is supported by the Audit, Remuneration and Nomination Committees which take place separate to the formal Board meetings.
Further information can be found in the Corporate Governance section of the Company’s website (www.brandarchitektsplc.com) as well as in the Group’s Annual Report; Board of Directors on page 33.
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities.
The Board as a whole is confident that it has a strong team which contains the necessary mix and balance of experience, skills, personal qualities and capabilities to deliver the Company’s strategy for the benefit of the shareholders. The Board will continue to review the collective resources of its directors and whether further resource and skills may be required to deliver on the Company’s strategic objectives, in particular Project 50.
The directors of the Company, as non-executives, are expected to not only play a part in the management of the Company but also to challenge and contribute to the development of strategy and the achievement of the Company’s objectives. They all play their part by being experienced and commercial people who bring a wide range of skills and capabilities to the Board.
Further active review of the Board composition is now planned, as referenced in the CEO’s Statement.
Further information can be found in the Group’s Annual Report; Board of Directors on page 33.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The Board continually considers and evaluates its own performance and effectiveness and that of the individual directors and Board Committee members. The Company also provides regular feedback to the CEO on both personal, executive leadership team and Company performance conducts annual formal performance and will continue to do so on an ongoing basis.
8. Promote a corporate culture that is based on ethical values and behaviours.
Brand Architekts is committed to high standards of ethical behaviour. This culture is monitored in both its Board, executive and senior manager meetings and is formalised in the Group’s ethical policy, Sustainability Blueprint Code of Conduct and Company Handbook.
The Group created an ethical policy in order to ensure that both its organisation and its suppliers manufacture and supply safe, legal products that meet statutory and customer requirements, and that business is conducted in accordance with industry and internationally approved standards of good ethical, employment and environmental practice.
Further details on the Sustainability Blueprint Code of Conduct can be found Group’s Annual Report on page 11.
For employees, the Company implemented a Company Handbook during the year, setting out our key policies and expectations.
Insider trading
The Board has appropriate policies and procedures in place to guard against insider trading by employees including directors. Appropriate clearances are required in order that trades can be made and all employees are made aware, via company-wide emails, of relevant close periods prior to financial results being announced.
Conflicts of interest
Under the Companies Act 2006, directors must avoid situations where a direct or indirect conflict of interest may occur. The Company has in place procedures to deal with any situation where a conflict may be perceived.
9. Maintain governance structures and processes that are fit for purpose and support good decision‑making by the board.
The role of the Board is to ensure delivery of the business strategy and long-term shareholder value. The general obligations of the Board and the roles and responsibilities of the Chairman and the CEO are set out in the Corporate Governance section of our corporate website.
The general obligations of the Board and the roles and responsibilities of the Chairman and the CEO are set out in the Corporate Governance section of our corporate website. This section includes details of the schedule of matters reserved for Board approval by our Audit, Remuneration and Nomination Committee members and their terms of reference.
The Board fulfils its role by approving the annual strategic plan and monitoring business performance throughout the year. The Board holds formal scheduled Board meetings during the financial year and in addition held a number of unscheduled ad hoc meetings, typically by conference call. There is in place a schedule of matters reserved for Board approval that can be found on the Company’s website.
The Board have approved an annual Board calendar setting out the dates, location and standing agenda items for each formal scheduled Board and Committee meeting and scheduled Board calls. Board papers are circulated to directors in advance of scheduled and unscheduled meetings, which are of an appropriate quality to enable the directors to fulfil their obligations and adequately monitor the performance of the business. Directors who are unable to attend a meeting are expected to provide their comments to the Chairman, the CEO, or the Company Secretary as appropriate. The Board also receives management information on a regular basis that sets out the performance of the business. The CEO and Chief Financial Officer are invited to attend the Audit and Remuneration Committee meetings, if appropriate.
All directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting. Senior executives below Board level attend Board meetings where appropriate to present business updates.
Further information can be found in the Corporate Governance section of the Company’s website (www.brandarchitektsplc.com)
10.Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
In addition, the Company communicates with shareholders through the Annual Report, full-year and half-year announcements, the Annual General Meeting, general meetings and one-to-one meetings with large existing or potential new shareholders. Further details of these reports can be found on the company’s website.
Further information can be found in the Results, Reports and Presentations and the Shareholder and Company News sections of the Company’s website (www.brandarchitektsplc.com)
As a result the Company has complied with AIM Rule 31 which requires the following: