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Corporate Governance

The directors intend to take account of the requirements of the Corporate Governance Code for Small and Mid-Size Quoted Companies of the Quoted Companies Alliance to the extent that they consider it appropriate and having regard to the Company's size, board structure, stage of development and resources.

The Company's board ("Board") includes directors from a range of industries including the engineering, retail, accounting and finance, high technology and the petro chemical industries.

The role of the Board, inter alia, is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risks to be managed and assessed, set the Company's strategic aims and ensure that the necessary financial and human resources are in place for the Company to meet its objectives and set the Company's values and standards. The directors are responsible for formulating, reviewing and approving the Company's strategy, budget and major items of capital expenditure.

The Company has two executive directors, the Chief Executive Officer and the Finance Director, and three non-executive directors, including the non-executive Chairman. The roles of Chairman and Chief Executive Officer are split with the Chairman responsible for the management of the Board and the Chief Executive Officer responsible for implementing Board strategy and managing the day-to-day business of the Company. Of the non-executive directors, David Banks and Roger Humm are considered by the Board to be independent.

The Company holds regular Board meetings. Prior to each Board meeting, directors are sent an agenda and Board papers as appropriate for matters to be discussed. Additional information is provided when requested by the Board or individual directors. Corporate Governance issues are discussed at these Board meetings. All directors have access to independent professional advice, if required.

The directors have established an audit committee and a remuneration committee each with formally delegated rules and responsibilities. All members of the committees are non-executive directors. Each of these committees meets as and when appropriate and at least twice each year. The Company does not consider it necessary at the current time to have a nominations committee and the Board as a whole is responsible for Board and senior management nominations. The merits of constituting a separate nominations committee will be kept under review.

The Audit Committee is comprised of Roger Humm, Graham Eves and David Banks and is chaired by Roger Humm. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company's auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.

The Remuneration Committee is comprised of David Banks, Roger Humm and Graham Eves and is chaired by Graham Eves. The Remuneration Committee reviews and makes recommendations in respect of directors' remuneration and benefits packages, including share options and the terms of appointment. The Remuneration Committee is also responsible for making recommendations to the Board concerning the allocation of share options to employees under the Company's share option schemes.

All directors are subject to retirement by rotation in accordance with the Company's articles of association.

Matt Wood is also the Company Secretary (as well as the Finance Director) and is responsible for ensuring that the Company's registers and filings are properly maintained and up to date. Mr Wood is a qualified chartered accountant and is accordingly qualified to hold the role of Company Secretary. At this stage of its development, the Board does not feel it is necessary for the Company to have a full time or external company secretary. This will be kept under review.

Market Abuse Regime

Following the introduction of the Market Abuse Regime on 3 July 2016 ("MAR"), the Company has adopted and implemented the following new/updated policies in order to comply with MAR:

  • Share dealing policy;
  • Market Soundings policy;
  • Inside Information and delayed disclosure policy; and
  • New Registers and records for the following:
    • Insider List (permanent);
    • Insider List (specific matters);
    • Market Soundings - Recipients Record;
    • No Soundings List;
    • Delayed Disclosure Record;
    • Share Dealing Code Record; and
    • PDMR and PCA list.

The Company's directors and directors of its subsidiaries have been deemed to be PDMRs and also to be permanently inside in respect of information on the Group. Mr Wood, Company Secretary, is primarily responsible for ensuring that the Group and its directors and employees are compliant with MAR.

Shareholders have the opportunity to meet members of the Board at the Annual General Meeting where the Board members are happy to respond to questions. The Board also responds to written queries made by shareholders during the course of the year and may also meet with major shareholders, if so requested.

Directors are required to attend the Annual General Meeting of the Company unless unable to do so for personal reasons or due to pressing commercial commitments. Shareholders are given the opportunity to vote on each separate issue. Proxy voting results are announced at the relevant shareholder meeting.

 

Page last updated: 11 October 2017

 

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