Corporate Governance

AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM however, there is no prescribed corporate governance regime for AIM companies. The QCA has published the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”), a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the QCA Code. The QCA Compliance Table below sets out how the Group meets or intends to meet the Principles of the QCA Code.

The Board comprises five Directors, of which two are Executive Directors and three are Non-Executive Directors. The Board considers Adam Robson, Paul George and Matthew Taylor to be independent Non-Executive Directors under the criteria identified in the QCA Code.

The Company will hold regular board meetings and the Board will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Board has established a Nominations Committee, an Audit Committee and a Remuneration Committee with formally delegated rules and responsibilities and other than the Nominations Committee will meet at least twice a year.

The Audit Committee will comprise Paul George, who will act as chair, Adam Robson and Matthew Taylor. The Audit Committee will, among other things, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control and risk management systems in use throughout the Company.

The Remuneration Committee will comprise Matthew Taylor, who will act as chair, Adam Robson and Paul George. The Remuneration Committee will review and make recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the board concerning the allocation of share options to employees under the intended share option schemes.

The Nomination Committee will comprise Adam Robson, who will act as chair, Richard Barton, Paul George and Matthew Taylor. The nomination committee will be responsible for identifying and nominating for Board approval candidates to fill board vacancies and evaluating the need for and nature of additional appointments.

AIM Rule 26 – QCA Corporate Governance Code Compliance Table

QCA Principle
Application
Disclosure

Deliver Growth

QCA Principle

1. Establish a strategy and business model which promote long-term value for shareholders

Application

The Board must be able to express a shared view of the Company's purpose, business model and strategy. It sets out how the Company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future.

This view should be well communicated, both internally and externally.

Disclosure

The Group's business model and strategy is set out within the (Admission Document). The Group's strategy is to remain a leading supplier of specialist connectors for Glazing for all classes of automotive vehicles manufactured worldwide and for the EV market to become a leading supplier of connector sub-assemblies. The strategy to execute this vision comprises a number of key elements as follows:

  • remain focussed on higher performance connectors for the Glazing sector, building on the Company's established position supplying higher specification and technology leading vehicles and expanding its global coverage, starting initially with greater sales effort into the NAFTA region;
  • increase customer satisfaction and operating margins in the core Glazing business with a sustained investment in processes, systems (SAP implementation), people and automation;
  • rapidly invest to pursue its early mover advantage in the very fast growing new battery cell contact systems market, to establish a leadership position as customers move towards this new solution;
  • pursue other innovative applications of its large size flexible printed circuit technology, which is being increasingly adopted in the industry, in particular by the new generation of EV vehicle manufacturers; and
  • support this growth with increased investment in the Company's people, capabilities and ESG programme.

The Group believes that this strategy will deliver long term value to shareholders.

QCA Principle

2. Seek to understand and meet shareholder needs and expectations.

Application

The Directors must develop a good understanding of the needs and expectations of all elements of the company's shareholder base.

The board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions.

Disclosure

The Group recognises the importance of providing shareholders with clear and transparent information on its financial performance position and prospects. It will do this through its Annual Report and Accounts, AGM, interim results, RNS announcements and its website more generally.

QCA Principle

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.

Application

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company's stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company's strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

Disclosure

The Group recognises the importance of good relationships with its stakeholders to deliver its vision and strategy. As set out in the Admission Document the Group plans to establish an employee share option scheme, seeks to maintain excellent relationship with customers and suppliers. The Group has been independently assessed as an ESG leader among 30 companies in the Auto-Parts industry.

QCA Principle

4. Embed effective risk management, considering both opportunities and threats, throughout the Group.

Application

The board needs to ensure that the company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company's supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

Disclosure

Supported by the Board has overall responsibility for the system of internal control and for reviewing its effectiveness in managing risks. The Directors have set out the risks currently faced by the Group within the Admission document.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Principle

5. Maintain the board as a well-functioning, balanced team led by the chair.

Application

The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

Disclosure

The Board is responsible for managing the Company including all business and financial risks. The Board comprises an Independent Chair, CEO, CFO and two other Independent Non-Executive Directors Biographies of the Directors are set out [link]. The Board has established three committees Audit, Remuneration and Nominations to support its work.

QCA Principle

6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.

Application

The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance as part of its composition.

The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a Board.

As companies evolve, the mix of skills and experience required on the Board will change and Board composition will need to evolve to reflect this change.

Disclosure

Through the combination of executive and non-executive directors the Company believes that the board has an appropriate balance of the automotive sector sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities, with no one dominant person or group.

QCA Principle

7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

Application

The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

Membership of the Board to be periodically refreshed. Succession planning is a vital task for boards. No member of the Board should become indispensable.

Disclosure

The Board will evaluate its performance on a regular basis seeking feedback from external parties as appropriate. The Chair will assess the performance of individual directors on an annual basis and facilitate a discussion on the Board's collective performance.

QCA Principle

8. Promote a corporate culture that is based on ethical values and behaviours.

Application

The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the Board should be visible in the actions and decisions of the Chief Executive and the rest of the management team. Corporate values should guide the objectives and strategy of the Company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the Company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the Company.

Disclosure

The Group's corporate culture is based on trust, openness and communication and strong ethical principles. The Board has established a range of policies to underpin its desired culture. [Link to policies like anti bribery and corruption etc]

QCA Principle

9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.

Application

The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • Size and complexity; and
  • Capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company.

Disclosure

The Board has overall responsibility for promoting the success of the Group. The Executive Directors have day-to-day responsibility for the operational management of the Group's activities. The Non-Executive Directors are responsible for bringing independent and objective judgment to Board decisions.

There is a clear division of responsibilities at the head of the Company between the running of the Board and the running of the Group's operations.

The role of the Chairman is to manage the Board in the best interests of its stakeholders, ensuring that shareholders' views are communicated to the Board and that the Non-executive Directors are properly briefed on matters, and to be responsible for the Board's integrity and effectiveness, ensuring that no individual or group dominates the Board's decision-making. The Chairman has overall responsibility for corporate governance matters in the Group.

BUILD TRUST

QCA Principle

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Application

A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company.

In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:

  • The communication of shareholders' views to the Board; and
  • The shareholders' understanding of the unique circumstances and constraints faced by the Company. It should be clear where these communication practices are described (annual report or website).
Disclosure

As explained under Principle 2 the Group recognises the importance of providing stakeholders and shareholders with clear and transparent information on its financial performance position and prospects. It will do this through its Annual Report and Accounts, AGM, interim results, RNS announcements and its website more generally.

This information was last updated on 16th February 2022