Disclosures

Further disclosures under AIM Rule 26 as at 31 March 2016

Securities information:

  • the whole of the Company’s issued Ordinary Share capital (comprising 6,100,549 shares, none of which is held as a treasury share) is traded only on the AIM market operated by the London Stock Exchange.
  • there are no restrictions on the transfer of the Company’s Ordinary Shares that are traded on AIM.
  • 29.2% of the Ordinary Shares are not in public hands.
  • significant shareholdings at 31 March 2016 were:

Ordinary Shares   
   
 
David Cicurel (director - including SIPP and SIP)
 916,709
  15.0%
Schroders plc 
639.054 10.5%
Liontrust 
446,8037.3%
Polar Capital297,0384.9%
Guy Naggar
297,038
4.1%
Stephen Upton & Jacqueline Upton
199,060
3.3%
NFU Mutual155,878
2.6%
Hargreaves Lansdown150,4062.5%
Allianz Asset Management AG
140,000
2.3%
Brown Shipley120,8132.0%
Julius Baer120,7632.0%
HSBC
110,439
1.8%
Charles Stanley stockbrokers
110,098
1.8%
Barclays stockbrokers
107,287
1.8%
Artemis Investment Management
102,6511.7%
Incagrove
100,0001.6%
Stephen Grayson  
100,0001.6%
Directors, excluding those listed separately above
224,8263.7%




The Board of Directors

Hon Alexander Hambro - Chairman

David Cicurel - Chief Executive

Brad Ormsby - Group Finance Director

David Barnbrook - Chief Operating Officer

Ralph Cohen - Non-Executive

Ralph Elman - Non-Executive

Glynn Reece - Non-Executive


Corporate Governance Arrangements

The Board recognises the importance of sound corporate governance.  Save as disclosed below, the Company complies with the main provisions of the Corporate Governance Code insofar as they are appropriate given the Company’s size and stage of development.  The Company is subject to the City Code on Takeovers and Mergers.

The Company is managed by a board of directors and they consider that they have the necessary skills and experience to operate and control the business effectively.  There are seven directors of whom four are non-executive.  The non-executive directors are not considered independent under the Corporate Governance Code as they have served on the board for more than nine years from the date of their first election.

The audit committee, comprised of Ralph Elman (Chairman), Alexander Hambro and Glynn Reece, meets at least twice in each year and is responsible for ensuring that the financial performance of the Company is properly monitored and reported on.  The audit committee also meets with the auditors and reviews the reports from the auditors relating to accounts and internal control systems.  It meets with auditors once per year without the CEO being present

The remuneration committee, comprised of Alexander Hambro (Chairman), Ralph Elman and Glynn Reece, reviews the performance of executive directors and sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of shareholders.  No director is permitted to participate in discussions or decisions concerning his own remuneration.

The Company does not fully comply with the Corporate Governance Code to the extent that, inter alia, the Company does not have a nomination committee; the Board does not consider it appropriate to establish one at this stage of the Company's development.  Decisions regarding the appointment of new directors are taken by the Board as a whole, following a thorough assessment of a potential candidate's skills and suitability for the role.

The Board meets at least eleven times each year and the directors make every effort to attend all board meetings. The Board is responsible for taking all major strategic decisions and addressing any significant operational matters.  In addition, the Board reviews the risk profile of the Company and ensures that an adequate system of internal control is in place. Management information systems are in place to enable the directors to make informed decisions and to discharge their duties properly.

As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Company.  Two directors retire annually in rotation in accordance with the Company's articles of association.  This enables the shareholders to decide on the election of the Company's Board.