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Corporate Governance Policy


UK City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeover and Mergers.

The Board

The Board is authorised to manage the business of the Company on behalf of the shareholders and in accordance with the Company’s Articles of Association. This is achieved through its own decision making and by delegating responsibilities to the Board Committees and authority to manage the business to the Chief Executive Officer. The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group. The Board is currently comprised of two Executive and three Non-Executive Directors and is chaired by the Non-Executive Chairman.

The Board is responsible for the long term success of the Group. All the Directors meet on a regular and frequent basis and the Executive Directors are in continual discussion with the operational management to ensure that the business objectives of the Group are achieved. Non-Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully challenged.

To enable the Board to discharge its duties, all Directors receive appropriate information and are allowed sufficient time to discharge their responsibilities effectively. Briefing papers are distributed by the Company Secretary to all Directors in advance of Board Meetings and the members of the Group Board attend the quarterly meetings of subsidiary companies. The Company’s Non-Executive Directors are considered by the Board to be independent of the management and they bring a breadth of experience which is welcomed by the Executive Directors.

As part of the corporate governance structure the Group Board has established an Audit Committee and a Remuneration Committee the activities of which are summarised below:

Relations with shareholders

The Company encourages two-way communication with both its institutional and private investors and attempts to respond quickly to all queries received verbally or in writing.

The Executive directors undertake a programme of regular communication with institutional shareholders and with analysts covering the Group’s activities, it’s performance and strategy.

The Executive directors meet with institutional shareholders at least twice a year, after the half year and full year’s results are released.

The board has sought to use the AGM to communicate with private investors and encourages their participation. The notice of the AGM, detailing all proposed resolutions is notified to shareholders at least 20 working days before the meeting.

Please contact our Company Secretary, Darren Kemplay, for further details on future events or general shareholder queries.

Internal control

The Board is ultimately responsible for the Group’s systems of internal control for safeguarding shareholder’s investments and the Group’s assets, as well as financial, operational and compliance control. Such systems are designed to manage, rather than eliminate, the risks of failing to achieve business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss. The current procedures in place are summarised as follows:

Health & Safety

Safety, health and environmental issues and risks are continually monitored at all sites and are reviewed on a monthly basis by senior management and the board.

The Group has a well-developed health and safety management system for the internal and external control of health and safety which is managed by the Group SHEQ Manager. This includes the use of risk management systems for the identification, mitigation and reporting of health and safety management information.

  • Organisational structures established with clearly defined lines of responsibility
  • delegation of authority and reporting requirements to the Group Board.
  • Management of operating companies are charged with the ongoing responsibility for identifying risks facing each of the businesses and for putting in place procedures to mitigate and monitor risks.
  • Regular discussions between management of the subsidiaries and the Group Executive directors. Each operating company has at least one of the Group Executive directors on its own board.
  • An annual budget for each operating company is prepared in detail
  • reviewed by executive management and formally adopted by the Board. The Board also formally adopts the Group’s overall budget and plans.
  • Monthly actual results of sales
  • profitability and cash are reported against budget
  • and prior year and significant variances are investigated and explained.
  • Daily cash monitoring and monthly cash forecasting and treasury reporting to the Group finance function and monthly reporting to the Board.
  • Internal financial control is exercised within clearly defined organisational structure which operates a system of financial management controls
  • including financial reporting procedures and levels of authority for commitment to contracts and expenditure.

Committees of the Board

Audit Committee

The Audit Committee comprises the Non-Executive Directors and meets at least three times each year.

It is normal practice to invite the Finance Director and the other Executive Directors to attend those meetings when considered appropriate.

The Audit Committee is responsible for the financial reporting of the Company and the Group, as well as detailed findings arising from external audit reviews.

The committee reports to the Board on the Group’s full and half year results, having examined the accounting policies on which they are based and ensured compliance with relevant accounting standards. In addition, it reviews the scope of the external audit, the effectiveness, independence and objectivity of the auditors taking into account relevant regulatory and professional requirements.

Remuneration Committee

The Remuneration Committee comprises the Non-Executive Directors and meets at least twice each year and at other times as necessary. Its primary responsibility is to review salary levels, discretionary variable remuneration and the terms and conditions of service of the Executive Directors and other members of senior management where their financial remuneration package is above predetermined fiscal limits. The Remuneration Committee also reviews the compensation decisions made in respect of all other senior executives.

The Committee is also responsible for reviewing and determining along with the Executive Directors the overall Remuneration Policy applied to the Group and its subsidiaries, including the quantum of variable remuneration and the method of delivery taking into account relevant regulatory and corporate governance developments.

The Remuneration Committee is authorised to seek any information it requires in order to perform its duties and obtain external legal or other professional advice that it considers necessary from time to time.

Performance Evaluation of the Board

The Board considers that the balance of relevant experience amongst the various Board members enables the Board to exercise effective leadership and control of the Group. It
also ensures that the decision-making process cannot be dominated by any individual or small group of individuals.

The Code attaches importance to boards having processes for individual and collective performance evaluation. The performance of the executive directors is evaluated annually in conjunction with the remuneration review. The Chairman meets regularly with the Chief Executive Officer to discuss business and performance related matters and with the Non-Executive Directors at least annually as part of the Remuneration Committee procedures.

Professional Development

Appropriate training and briefing is provided to all Directors on appointment to the Board, taking into account their individual qualifications and experience. This is supplemented with visits to the Group’s operations and meetings with senior business unit management to develop each Director’s understanding of the business. Training and updating in relation to the business of the Group and the legal and regulatory responsibilities of Directors is provided throughout the year by a variety of means to Board members including presentations by executives, visits to business operations and circulation of briefing materials.

Individual Directors are also expected to take responsibility for identifying their training needs and to ensure they are adequately informed about the Group and their responsibilities as a Director. Particular attention was paid to the new Market Abuse Regulation and ensuring all Directors were aware of its implications and their duties.

Non-Executive Directors are continually updated on the Group’s business, its markets, social responsibility matters, changes to the legal and governance environment and other changes impacting the Group. During the year, the Directors received updates on various best practice, regulatory and legislative developments.

Any Director who considers it necessary or appropriate may take independent professional advice in furtherance of their duties at the Company’s expense. No Directors sought such advice in the year. The Board is confident that all its members have the knowledge, ability and experience to perform the functions required of a Director of an AIM listed company.

Succession Planning

The senior executive team have a responsibility to identify the need for and timescale for succession planning at an operational level particularly regarding the management of the subsidiary companies, which is carried out by working with and having a regular dialogue with those management teams. The Chairman has the responsibility to identify the need for and timescale for succession planning at senior management and Non-Executive Director level, which is carried out by working with and having a regular dialogue with the individuals concerned on an ongoing basis.

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Contact Billington Holdings PLC