On behalf of the Board of Directors of Arden Partners plc (the Board), I am pleased to make this statement which sets out the Board’s approach to corporate governance. The Board recognises the importance of high standards of corporate governance and considers that the Company’s success is enhanced by the imposition of a strong corporate governance framework. As Chairman of the Board, one of my responsibilities is to ensure that this framework is maintained.
In accordance with the AIM Rules for Companies and their requirement to adopt a recognised corporate governance code, the Board has now formally adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the Code). The Code is based around 10 broad principles of good corporate governance, aimed at delivering growth, maintaining a dynamic management framework and building trust. The application of the Code requires the Company to apply these 10 principles and to publish certain related disclosures on its website and in its Annual Report.
The table below provides an explanation of how Arden Partners applies the principles of the Code.
Further information on the Board’s corporate governance procedures can be found on the Company’s website and in the Company’s Annual Report.
Mark Ansell, Interim Chairman
25 September 2018
|Code Principle||How Arden Partners apply the Principle|
|1. Establish a strategy and business model which promote long-term value for shareholders||The strategy and business model is discussed, agreed and reviewed on a regular basis by the Board as a standing agenda item.
Our strategy is to become the institutional and corporate broker of choice for small and mid-cap companies trading on London based markets. We aim to achieve this through:
• Providing incisive research material in a number of key sectors.
• Providing an efficient execution and trading platform to institutional clients.
• Providing a premium corporate broking service to an optimum number of corporate clients.
• Selective and proactive recruitment into key areas to support and enhance the quality of our offering.
• Growing sustainable revenue streams, both organically and generically.
• Managing cost and risk exposure.
This will then enable us to provide shareholder value through earnings growth and dividend distribution.
The Board’s strategy and business model is set out each year in the Company’s Annual Report, see pages 4 and 5 of the Annual Report and Accounts for the year ended 31 October 2017, with updates provided in the full year and half year financial results announcements, which are available on the Regulatory Announcements section of the website.
|2. Seek to understand and meet shareholder needs and expectations||The Directors seek to meet shareholders through direct meetings and at the Annual General Meeting (AGM).
The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.
Where voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues.
In addition, communications to all shareholders and the wider market are made through the Company’s Investor Relations section of the website and through periodic news releases.
The team is also available for telephone calls and meetings with shareholders and investors.
The Group is advised by its NOMAD, GCA Altium and by its retained legal advisers.
|3. Take into account wider stakeholder and social responsibilities and their implications for long-term success||The Group’s approach to Corporate Social Responsibility (“CSR”) is set at Board level.
The Directors are aware of the impact the business activities have on the communities in which the Group's businesses operate. The Company does not discriminate based upon race, religion, age or gender and endeavours to conduct business ethically and with sensitivity towards social, cultural, economic and environmental issues.
The Group's responsibilities to stakeholders including staff, suppliers and customers and wider society are also recognised.
The Group is a respected employer and member of the community and regularly takes an active interest in matters local to the Group’s principal offices (ie input and feedback, as members of the Walbrook Ward in the heart of the City of London and contributors into community initiatives within the Edgbaston Village area of Birmingham).
The Group continues to be engaged in a number of projects, in conjunction with stakeholders, to reduce carbon dioxide emissions, safely and efficiently dispose of waste and, where possible, reduce, re-use and recycle products and packaging.
|4. Embed effective risk management, considering both opportunities and threats, throughout the organisation||Principle risks, and plans to mitigate these risks, are set out in Note 24 of the Annual Report and Accounts for the year ended 31 October 2017.
These include consideration of economic climate, individual market performance, currency risk, competition, loss of talent and IT.
In addition, the Company has a Risk Committee that meets regularly throughout the year.
The Risk Committee is chaired by the Chief Operating Officer and has the Head of Equities, Director of Compliance and the Head of Corporate Finance (and Technical Director) as permanent members. This Committee is charged with monitoring risk exposures including those which arise through trading and holding financial instruments, corporate finance business, regulatory and compliance, capital adequacy and financial reporting risk. This Committee also has responsibility for monitoring the Group’s internal control environment.
|5. Maintain the Board as a well-functioning, balanced team led by a chair||Details of the Board members are provided in the Annual Report and Accounts and on the “Directors” section of the website.
There are two executive members and one non-executive member, who is the senior independent Director.
The Board is in the process of recruiting a further independent non-executive director in the short term to ensure an appropriate balance between executive and non-executive directors and that there is independence, taking into account the shareholder base of the Board.
The Board meets at least ten times each year and is responsible for Group strategy, investments and capital projects and for ensuring that an appropriate framework of internal control is in place throughout the Group.
All Directors receive regular and timely information regarding the operational and financial performance of the Company. Relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the Company’s expense
The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration and Nomination Committee.
The Audit Committee meets at least twice a year, to review the half year and full year financial results and to review the internal controls framework of the Group.
The Nominations and Remunerations Committee meet to consider senior management remuneration and key appointments.
Further details are set out on the “Committees and Corporate Governance” section of the website.
|6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities||The Board is considered to comprise individuals with a good blend of relevant experience in the sector, the financial and the public markets and with the necessary experience and strategic and operational skills required to drive the Company forward. The Nominations Committee of the Board ensures that new Board members are selected through a robust recruitment process based upon specific criteria targeted at complementing the strengths of the Board as a whole.
The Chairman assesses the skills required to deliver the business strategy and the performance of directors on an annual basis.
The Directors’ biographies and skill sets are detailed in Annual Report and on the “Meet the Board” section of the website.
|7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement||The Chairman assesses the performance of the Board on an annual basis as part of the Budget and annual planning process.
The Chairman considers the Group’s progress in achieving strategic objectives and the more immediate requirements of the annual plan. Both past performance and appropriateness of skills for future requirements are considered in assessing Board performance and capability.
|8. Promote a corporate culture that is based on ethical values and behaviours||Arden Partners maintains high ethical standards and these are described as part of the corporate governance statement as set out in the Annual Report and Accounts and on the website.
The Company operates responsibly with regard to its shareholders, employees, other stakeholders, the environment and the wider community.
The Group is committed to the wellbeing of all employees and ensures that their health, safety and general welfare is paramount at all times.
We also maintain open and fair relationships with all clients and suppliers while ensuring that all transactions are operated on an arm’s length, commercial basis.
As part of this culture, the Group ensures that all suppliers are paid in a timely fashion, unless there are sound commercial reasons why payment should not be made.
|9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board||The Directors’ roles and responsibilities are summarised below:
• Chair: Ensures the Board and broader management framework is established, operates effectively and is compliant with relevant statutory codes and Group policies.
• Chief Executive: The Group’s lead decision maker develops and implements the Group’s strategy, manages performance and ensures the Board is informed about business matters.
• Executive Director: Implements strategy and leads the development of strategic initiatives.
Further details of the roles and responsibilities of our Directors are set out in our Annual Report & Accounts which is available on this website.
Detailed terms of reference for our Audit, Remuneration and Nominations Committees are set out on this website.
All matters are reserved for the Board other than those it has delegated to its Committees.
Further details on the Directors and the Committees are available in the Corporate Governance and Directors’ report sections of the Annual Report
• The Roles of the Nominations and Remunerations Committee and the Audit Committee are indicated in the Annual Report.
• The Board has overall responsibility for the Group’s systems of internal financial control and for monitoring their effectiveness
|10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders||Arden Partners reports on its financial performance and updates on its corporate governance at least two times each year, at the half year and full year financial results.
These reports are available on the “Regulatory News” section of the website and in the Annual Report.
The financial results are also communicated via RNS announcements.
The Chief Executive and Executive Director conduct press interviews, both immediately following the results publications as well as in between results events. Senior management also participates in investor roadshows and meetings in between results events as appropriate.
The Board pays particular attention to the votes cast by the shareholders at the Annual General Meeting. In the event that a significant proportion (>20% including proxies) of independent votes are cast against a resolution at a General Meeting of the Company, the Board intends, on a timely basis, to explain any action it has taken or will take as a result of that vote.
The Board is responsible for strategic and major operational issues affecting the Group. It reviews financial performance, regulatory compliance and monitors key performance indicators and will consider any matters of significance to the Group including corporate activity.
The Committee has responsibility for determining remuneration of Executive Directors. This Committee also reviews bonus and equity arrangements for the Group's other senior employees and in addition has responsibility for supervising the Arden Partners Share Options Scheme and the grant of options under its terms.
The Committee’s responsibilities include ensuring that the size and composition of the Board is appropriate for the needs of the Group including an assessment of diversity profile, selecting the most suitable candidate or candidates for the Board and to oversee succession planning aspects for the Board.
The Committee has responsibilities including the monitoring and review of the Group’s internal control environment, financial risks (including market risk in relation to the Group’s market making activities), financial statements, reports and announcements and ensuring the Company has a policy which allows any member of staff to raise, in confidence, any concern about possible impropriety in matters of financial reporting or other matters, and to ensure that suitable arrangements are in place for a proportionate independent investigation of such matters including any follow-up action required.
The Operations Committee is responsible for implementation of strategy and for monitoring progress of delivery of key objectives. It also reviews financial performance against budgets and key performance indicators.
The Committee is charged with monitoring risk exposures including those which arise through trading and holding financial instruments, regulatory and compliance, capital adequacy and financial reporting risk.