We are committed to the highest standards of corporate governance. We recognise that good governance helps the business to deliver our strategy and safeguard shareholders’ long-term interests. We believe that the revised Combined Code provides a useful guide from which to review corporate governance within the Group. This statement describes the Board’s approach to corporate governance.
Board Composition & Independence
The Board of Verdes Management plc comprises of Daan van den Noort, Johannes van den Aker and Sarah Bertolotti.
The Chairman conducted a thorough review with each Director to assess their independence and contributions to the Board and confirmed that they will be effective Directors. The Chairman has primary responsibility for running the Board. Clear divisions of accountability and responsibility exist and operate effectively for these positions.
The Board requires all Non-executive Directors to be independent in their judgement. The structure of the Board and integrity of the individual Directors ensures that no one individual or group dominates the decision-making process.
The Board normally meets a minimum of six times a year and annually devotes two days to a Board conference, including all executives, which discusses current performance and longer term planning, including evaluating the opportunities and risks of future strategy. The Board has set out a clear Schedule of Matters Reserved for Board Decision in order to ensure its overall control of the Company’s affairs. These include the approval of financial statements, major acquisitions and disposals, authority levels for expenditure, treasury policies, risk management, corporate governance policies and succession planning for senior executives.
The Audit Committee, which consists of Daan van den Noort and Johannes van den Aker meet twice a year. The committee review the interim and annual financial reports before submission to the board for approval. The committee also reviews management reports and auditor management on all levels including accounting and internal control matters. The committee also recommend the appointment of, and review the fees of, the external auditors.
The Remuneration Committee, which consists of Daan van den Noort and Johannes van den Aker, meet twice a year. It is be responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration, paying due regard to the to the interests of the shareholders and the performance of the Company. The remuneration committee will also determine allocations of any share options and will be responsible for setting any performance criteria in relation to the exercises of options.
All Directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties. The Company provides insurance cover and indemnities for its Directors and officers.
For all new Directors, a personalised induction programme is designed to develop their knowledge and understanding of the Group’s culture and operations. On appointment, the Director will liaise with the Chairman and the Company Secretary to ensure the programme is appropriately tailored to their experience, background and particular areas of focus. It usually includes an overview of the business model, Board processes, one-to-one meetings with the Executive team and briefings with senior managers, an induction to Board Committees that the new appointee will serve on, a briefing on social, ethical and environmental issues for the business and site visits.
The need for Director training is regularly assessed by the Board and up-skilling sessions for the whole Board take place at least once a year. This year Board training included sessions on the operations and governance of our property activities.
The Board governs through clearly identified Board Committees to which it delegates certain powers. The Board itself is serviced by the Company Secretary, who reports to the Chairman in respect of his core duties to the Board. The Board Committees are the Audit Committee and Remuneration Committee. They are authorised under the constitution of the Company to take decisions and act on behalf of the Board within the parameters laid down by the Board. The Board is kept fully informed of the work of these Committees. Any issues requiring resolution will be referred to the full Board. A summary of the operations of these Committees is set out below. The effectiveness of the Audit and Remuneration Committees is underpinned by their Non-executive Director membership which provides independent insight on governance matters.
Internal Control & Risk Management
The Board has overall responsibility for internal control, including risk management. We agree appropriate policies that will safeguard the achievement of the Company’s objectives. Executive management is responsible for identifying, evaluating and managing financial and non-financial risks. It is the Executives’ role to implement and maintain the control systems across the Group in accordance with the Board’s policies and in line with best practice identified in the Turnbull Guidance, as revised. The revised guidance can be downloaded from The Financial Reporting Website.
Relations with Shareholders
We are committed to having a constructive dialogue with all shareholders to ensure we understand what is important to them and allow ourselves the opportunity to present our position. Engagement helps us identify new risks and opportunities to ensure that our long-term strategy is sustainable. In some instances we find that working with shareholders in partnership can help deliver shared goals. We might not be able to satisfy all shareholder concerns all the time but through engagement we can do our best to balance competing demands. We know that customers need to be able to trust our business and they will only trust us if we do the right thing by all our shareholders. We are committed to maintaining a good dialogue with shareholders through proactively organising meetings and presentations as well as responding to a wide range of enquiries. We seek shareholder views on a range of issues from strategy to corporate governance and SEE issues. We recognise the importance of communicating appropriately any significant Company developments. The Board is kept updated on the views of shareholders.
It is normal that institutional shareholders may be in more regular contact with the Group than others, but care is exercised to ensure that any price-sensitive information is released to all shareholders, institutions and private, at the same time in accordance with applicable legal and regulatory requirements.
Verdes Management plc
Verdes Management plc are registered in England and Wales (company reg no. 05454010) and it’s registered address is Cardinal House, 3rd Floor, 39/40 Albemarle Street, London, W1S 4TE.
Country of Incorporation: United Kingdom.
Main Country of Operation: United Kingdom.
AIM Rule 26
According to AIM Rule 26, an AIM company must maintain a website on which information about the company is freely available. We acknowledge the requirements under the new ruling and have set up this website with those needs in mind.