Statement of Compliance with QCA Corporate Governance Code
As a Board of Directors, we feel the Quoted Companies Alliance (QCA) Corporate Governance Code is the most appropriate code for Eckoh plc, given the Groups size, complexity and stage of maturity. The Board is committed to providing entrepreneurial leadership through good governance and accountability for the benefit and protection of our shareholders and stakeholders.
We are confident as a Board that the correct strategy has been adopted and that our culture of good governance and accountability will enable us to work towards delivering the strategic goals while maintaining Eckoh as a sustainable business.
We have set out in the table below, against each of the Principles of the QCA Corporate Governance Code, how Eckoh complies with the QCA Corporate Governance Code and where the relevant information can be located in the Annual Report for the year ended 31 March 2018.
|1: Establish a strategy and business model which promote long-term value for shareholders||The Board is collectively responsible for the long-term success of the Company and provides effective leadership by setting the strategic aim of the Company and overseeing the efficient implementation of these aims in order to achieve a successful and sustainable business. In practise the Executive Directors prepare and present the strategic plan to the Board, which the Board challenges in order to determine the strategic priorities.
The Company’s strategy and business model is set out in the Annual Report on pages 3 to 22 which explains how the Company generates and preserves value over the longer term and the strategy for delivering the objectives of the Company.
|2: Seek to understand and meet shareholder needs and expectations||A summary of Shareholder Relations can be found in the Annual Report on page 33.
The primary contacts with shareholders are the Chief Executive Officer and Chief Financial Officer. In addition, where it is appropriate the Chairman and Non-Executive Directors will consult with Shareholders’. For example, the Remuneration Committee sought approval from Shareholders at the 2017 Annual General Meeting for a new long-term Performance Share Plan (‘PSP’) for Executive Directors and Senior Management following a detailed Shareholder consultation in 2017.
|3: Take into account wider stakeholder and social responsibilities and their implications for long-term success||In the Corporate Responsibility section of the Annual Report on pages 25 - 27, Eckoh discloses its responsibility and approach to employee engagement, communities and the environment.
The Company recognises its employees are a key asset and has processes in place to ensure our employees feedback is obtained and acted on. In addition, through the investor relations programme, there is a mechanism for engaging with our shareholders and again listening to their feedback and, as appropriate, acting on the feedback. Within the business our clients and our suppliers are key to the success of Eckoh and there are processes, in the normal course of business, to engage with these groups and receive feedback and as appropriate take actions.
|4: Embed effective risk management, considering both opportunities and threats, throughout the organisation||The Board has embedded effective risk management in order to execute and deliver strategy as detailed in the Audit Committee Report in the Annual Report on page 36. In addition, the Principal risks and uncertainties of the Group are detailed on pages 12 & 13 of the Annual Report.|
|5: Maintain the Board as a well-functioning, balanced team led by the chair||The Board comprises the Non-Executive Chairman, two further Non-Executive Directors and two Executive Directors.
In the Corporate Governance Report of the Annual Report on page 32, Eckoh sets out the effectiveness of the Board, covering its composition, to ensure the Board is comprised of an appropriate balance of skills, experience, independence and knowledge, which enables it to discharge its responsibilities effectively. The Non-Executive Directors are independent and the details of all the Directors can be found on Page 28 of the Annual Report.
The Board is supported by the Remuneration Committee, the Audit and the Nomination Committee. These committees have written terms of reference, which define their authorities, duties and membership. The written terms of reference are available for inspection at the Company's registered office during normal business hours on any weekday excluding public holidays.
Christopher Humphrey, Guy Millward and David Coghlan are members of the Audit, Remuneration and Nomination committees.
Details of the Board and Committee Meetings held during the year are set out on page 30 of the Annual Report.
Directors are provided with clear and accurate information pertaining to matters to be considered at the Board and its Committee Meetings. The information is provided in a timely manner to ensure an appropriate level of review by each of the Directors ahead of the meetings.
In addition, where there are new Directors an induction to the business is organised. Last year two new Non-Executive Directors joined the Board; Christopher Humphrey and David Coghlan. Both received an induction to the business covering product, technology and finance. In addition, Christopher Humphrey met with a number of the large Shareholders.
|6: ensure that between them the directors have the necessary up-to-date experience, skills and capabilities||The Independent Directors and their skills and experience are detailed on page 28 of the Annual Report. Through the roles the Directors have across multiple organisations, they ensure their skills are up to date.
The Remuneration Committee received independent advice from FIT Remuneration Consultants LLP as the Committee’s appointed remuneration advisor during the financial year ended 31 March 2018. In the year ended 31 March 2018, they provided specific advice on the level of fees for the Chairman, Non-Executive Directors and Committee Chairmen and provided market data. They also advised on the structure of the Performance Share Plan for Executive Directors and Senior Management.
Eckoh does not have a Senior Independent Director.
The Company Secretary ensures the Company adheres to regulations and legal requirements as appropriate for its size and sector it operates in and advises the Board as appropriate of changes or updates.
|7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement||The Annual Report details the Boards effectiveness on page 32.
During the year ended 31 March 2018, the Board has not undergone a formal evaluation due to the change in composition of the Board. The Board intends to carry out a formal evaluation of the Board during the financial year ended 31 March 2019.
The Nominations Committee is responsible for reviewing the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes. The Nomination Committee is also responsible for establishing and carrying out a formal selection process of candidates and make recommendations to the Board on all new Board appointments whether of executive or non-executive Directors.
The Remuneration Committee is responsible for reviewing the Company’s succession plans for Senior Management.
|8: Promote a corporate culture that is based on ethical values and behaviours||Eckoh is committed to running the business in an ethical and responsible manner. In the Corporate Responsibility section of the Annual Report on pages 24 – 26, Eckoh discloses its approach to business ethics and employee engagement.|
|9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board||The Chairman’s Corporate Governance Report is set out on page 29 of the Annual Report.
The roles and responsibilities of the Chairman and Chief Executive are detailed in the Annual Report on page 31. In summary the Chairman’s role is to lead the Board and ensure that it operates effectively. The Chief Executive’s role is the day-to-day running of the Group’s businesses and the development and implementation of strategy.
The role of the Audit Committee is set out on pages 34 to 36 of the Annual Report.
The role of the Remuneration Committee is set out on pages 37 to 42 of the Annual Report; and
The role of the Nominations Committee is set out in the Annual Report on page 33.
As Eckoh continues to grow it will aspire to adopt the FRC code, or sections of it as they become appropriate to its size, maturity and complexity.
|10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders||The Company adheres to the QCA code and has not omitted any disclosures.
At the Annual General Meeting on 19th September, all resolutions were passed and for those Shareholders that voted, all bar one Resolution received over 99% of votes in favour of the Resolution. One Resolution, Resolution 10, Disapplication of pre-emption rights, received 89.54% of votes in favour.
The Eckoh Investor website includes the historical Annual Reports for the last 5 years, and notices of the AGM’s and GM’s for the last 5 years.
The information on this website was last updated on 26 September 2018.
26 September 2018