STATEMENT OF COMPLIANCE WITH THE 2018 CORPORATE GOVERNANCE CODE
All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of Tekcapital’s stakeholders, including shareholders, staff, clients, our network of consultants and other suppliers. In the statement below, we explain our approach to governance, and how the board and its committees operate.
Changes to AIM rules on 30th March 2018 require AIM companies to apply a recognised corporate governance code by 28th September 2018. Although Tekcapital is not yet obliged to comply with the new requirements of AIM Rule 26, I am pleased to report that the board has decided to disclose information in accordance with these earlier than has been mandated.
The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. The board have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).
The board considers that it departs from the principles of the QCA Code in respect to the fact that the Chairman and CEO role is combined which is a due to the current size of Tekcapital which dictates that this is the most efficient and cost-effective mode of operation at this time. The board will continue to monitor the appropriateness of a combined chair and CEO and will continue to consider a separation of these roles in the future when the opportunity arises and when Tekcapital is of a size when it can justify adding an additional non-executive director to the board.
The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and non-executive directors of which at least two should be independent. Under the QCA guidelines, all non-executive directors are not considered independent by virtue of their participation in a share option scheme, hence under the UK Corporate Governance Code the group is not compliant with the requirement for companies below the FTSE 350 to have least two independent directors. At the same time, the board considers that all non-executive directors act independently in both character and judgement of the executive as well as being placed to appropriately police adherence to the group’s strategy. The board considers our non-executive directors to be independent; neither are technically independent as defined by the Code because both participate in share option schemes.
Dr Cllifford Gross – Chairman
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.
Since our listing we have supported the QCA Code’s principle to review regularly the effectiveness of the board’s performance as a unit, as well as that of its committees and individual directors. We will continue to refine our working practices as well as to consider the use of external facilitators in future board evaluations.
We have made significant efforts to ensure effective engagement with both institutional and private shareholders. In addition to the usual roadshows following the release of full year results, we have presented at investor exhibitions and conferences.
The board is aware that following the introduction of the Markets in Financial Instruments Directive II (MiFID II) regulations at the start of 2018, private investor access to research on public companies has been restricted. In response to this, the board have commissioned several reports to enable private investors with independent research on the group.
The board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its audit committee. The directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group’s position and performance, business model and strategy.
The following paragraphs set out Tekcapital’s compliance with the ten principles of the QCA Code.
Corporate Governance Disclosures
|1||Establish a strategy and business model which promotes long-term value for shareholders.||The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.||The purpose of the group is encapsulated in the expression of its mission, which is to create market value from University technology in addition to the provision of a suite of bespoke tech transfer services to accelerate commercialisation of technologies. Our strategy is to deliver these through a combination of proprietary software technology that acts as a competitive differentiator and a large global network of professional consultants able to identify and filter valuable technology opportunities. This will deliver a profitable and highly-valued business and competitive advantages over other providers of similar services, leading to faster turnaround of projects, to a consistently high quality at an attractive price point.
The group actively considers and manages its risks. The board consider the following areas of business and operational risk and detail how this risk is managed or mitigated:
Particular strategy updates are contained in each Annual Report.
Further, Tekcapital intends to deliver long-term shareholder value through a combination of organic and acquisitive growth in the tech transfer sector.
As a result the board believe they are in a position to deliver sustainable shareholder value.
|2||Seek to understand and meet shareholder needs and expectations.||Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
|The board is aware of the need to protect the interest of all shareholders, balancing the interests of minority shareholders with those of institutional shareholders.
The board regards regular communications with shareholders as one of its key responsibilities. The board recognises that Tekcapital communicates with its shareholders principally through its website and the Annual Report.
Tekcapital is committed to engaging with shareholders and responsibility for direct investor relations rests with the CEO supported by the CFO.
|3||Take into account wider stakeholder and social responsibilities and their implications for long term success.||Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
|The board are aware of the impact the business activities have on the communities in which the group’s businesses operate.
The board believes that, in addition to its shareholders, its main stakeholder groups are its employees, customers, suppliers and relevant statutory authorities in its areas of operation.
The group’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the board’s primary responsibility to promote the success of the group for the benefit of its members as a whole. The group endeavours to take account of feedback received from stakeholders, making amendments to working arrangements and operational plans where appropriate and where such amendments are is consistent with the Tekcapital’s longer term strategy.
Through the various procedures and systems it operates, the group ensures full compliance with health and safety and environmental legislation relevant to its activities.
|4||Embed effective risk management, considering both opportunities and threats, throughout the organisation.||The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
|The board is responsible for the internal control and risk management systems and for monitoring their effectiveness. The board maintains a system of internal controls to safeguard shareholders’ investment and the group’s assets.
The CFO has prepared a risk register for the group that identifies key risks in the areas of corporate strategy, financial, clients, staff, environmental and the investment community. All members of the board are provided with a copy of the register. The register is reviewed periodically and is updated as and when necessary.
Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to foreign currency, interest rates, liquidity and credit.
Staff are reminded to report, anonymously or otherwise, any security risks or threat they perceive in the operations of the business. On receipt of any such notification, a security incident team is assembled to assess and take remedial action as appropriate in the circumstances.
|5||Maintain the board as a well-functioning, balanced team led by the chair.||The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.
The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.
The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
|The members of the board have a collective responsibility and legal obligation to promote the interests of the group, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.
The board consists of four directors of which two are executive and two are independent non-executives. The board is supported by three committees: audit, nomination and remuneration. The board intends to appoint additional non-executive directors as its business expands.
The board reserves for itself a range of key decisions such as strategy, acquisitions, significant contracts and internal controls, to ensure it retains proper direction and control of the group, whilst delegating authority to individual directors who are responsible for the executive management of the business.
The Code recommends that the role of Chairman and Chief Executive should not be exercised by the same individual. The role of Executive Chairman is held by Dr Clifford Gross. In light of Dr Gross’ significant, unique and proven expertise, knowledge and industry relationships the board continues to believe that combining the roles of Chairman and Chief Executive remains the right approach at this stage in the Group’s development. Under the UK Corporate Governance Code the group is not compliant with the requirement for companies below the FTSE 350 to separate these roles. Whilst the board of Tekcapital recognises that it is desirable for the Chairman of the board to be an independent director, Tekcapital’s current size dictates that this is the most efficient and cost-effective mode of operation at this time. The board will monitor the appropriateness of the situation and will continue to consider a separation of these roles in the future when the opportunity arises and when it is of a size when it can justify adding an additional non-executive director to the board.
Under the QCA guidelines, all non-executive directors are not considered independent by virtue of their participation in a share option scheme, hence under the UK Corporate Governance Code the group is not compliant with the requirement for companies below the FTSE 350 to have least two independent directors. At the same time, the board considers that all non-executive directors act independently of the executive and are well placed to appropriately police adherence to the group’s strategy.
Tekcapital does not have a director designated as a senior independent director. In light of the size of the board, and its stage of development, the board does not consider it necessary to appoint a senior independent director at this stage, but will nevertheless keep this under review as part of the board’s evaluation of its effectiveness.
|6||Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.||The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.
The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
|The skills and experience of the board are set out in their biographical details. The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. The board also has access to external advisors where necessary.
Tekcapital has not adopted a policy on succession planning. The board proposes, to consider succession planning as part of its regular review of board effectiveness.
|7||Evaluate all elements of board performance based on clear and relevant objectives, seeking continuous improvement.||The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
|The board currently runs a self-evaluation process on its effectiveness. As Tekcapital scales it is intended that the board will create a more formal process which will focus more closely on objectives and targets for improving performance.
At the highest level, the board judges its own performance by reference to its progress against the targets set out in the strategic plan.
Particular results of a KPI review are contained in each Annual Report.
The intention is to consider the use of external facilitators in future board evaluations.
|8||Promote a corporate culture that is based on sound ethical values and behaviours.||The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.
The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
|The board is committed to embodying and promoting a sound corporate culture and has endorsed various policies which require ethical behaviour of staff and relevant counterparties (such as those mandating anti-corruption, anti-counterfeiting, anti-modern day slavery, fair treatment and equality of opportunity).
The board and management conduct themselves ethically at all times and promote a culture in line with the standards set out on the website. Tekcapital values its reputation for ethical behaviour and has a set of values that are at the core of its business philosophy.
All four directors are currently male. If it is agreed to expand the board then, subject to identifying appropriate candidates, it will look to fill the role with a female director.
|9||Maintain governance structures and processes that are fit for purpose and support good decision making by the board.||The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
|The board provides strategic leadership for the group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the group implements in its business plans. The board defines a series of matters reserved for its decision and has approved terms of reference for its audit, remuneration and nomination committees to which certain responsibilities are delegated. The chair of each committee reports to the board on the activities of that committee.
Further details on each committee is available via this link with all board committees having their own terms of reference, which are available from the Company Secretary.
The board receives timely information in a form and of a quality appropriate to enable it to discharge its duties.
The board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the group evolves.
The structure of the board is subject to continual review to ensure that it is appropriate for the group. The directors’ varied backgrounds and experience give Tekcapital a good mix of the knowledge and expertise necessary to manage the business effectively.
|10||Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.||
|The board recognises that Tekcapital communicates with its shareholders principally through its website and the Annual Report.
Shareholders can also sign up to receive news releases directly from Tekcapital by email. The Chairman makes himself available to major shareholders on request and periodically attends meetings and gives presentations to shareholders. The Annual General Meeting of the Company, normally attended by all directors, gives the directors the opportunity to report to shareholders on current and proposed operations and enables the shareholders to express their views of the group’s business activities. Shareholders are invited to ask questions during the meeting and to meet with directors after the formal proceedings have ended.
The results of voting on all resolutions in general meetings is posted to the website.
Share Dealing Code
Tekcapital has adopted a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (including relating to the restrictions on dealings during close periods in accordance with MAR and with Rule 21 of the AIM Rules for Companies) and the Company takes all reasonable steps to ensure compliance with the share dealing code by the Directors and any relevant employees.
Tekcapital believes that it has robust policies and procedures for combating bribery and corruption.
Date on which this information was last reviewed: 17th October 2018
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