The information on this website is provided for the purpose of Rule 26 of the AIM Rules for Companies. The Conygar Investment Company PLC (“Conygar” or the “Company”) is incorporated and operates mainly in the United Kingdom (registered number 04907617). It is listed on the Alternative Investment Market of London Stock Exchange (“AIM”).
The Conygar Investment Company PLC (the “Company”) is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all its practices are conducted transparently, ethically and efficiently. The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and enhance shareholder value. In compliance with the AIM Rules for Companies, the Company has therefore chosen to formalize its governance policies by complying with the UK’s Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the “QCA Code”).
Accordingly, the Company has in place specific committees and policies to ensure that:
* it is led by an effective Board which is collectively responsible for the long-term success of the Company;
* the Board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
* the Board establishes a formal and transparent arrangement for considering how it applies corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company’s auditors; and
* there is a dialogue with shareholders based on the mutual understanding of the Company’s objectives.
In addition, the Company has adopted policies in relation to:
* anti-corruption and bribery;
* health and safety;
* environment and community;
* IT, communications and systems; and
* social media,
so that all aspects of the Company are run in a robust and responsible way.
The Board of Directors
The Board of Directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company’s strategy, budgets, and corporate actions. In order to achieve its objectives, the Board adopts the ten principles of the QCA Code. Through successfully implementing these principles, the Company aims to deliver long-term growth for shareholders and is able to maintain a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the Board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the Board is comprised of:
* a Chairman, whose primary responsibility is the delivery of the Company’s corporate governance model. The Chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
* 3 Executive Directors; and
* 3 independent, Non-Executive Directors, one of whom is the Chairman.
The Board considers that Nigel Hamway, Michael Wigley and Bim Sandhu are independent, Non-Executive Directors. The Board believes that the size and composition of the Board is appropriate, given the size and stage of development of the Company. The Board also considers that the Directors bring a desirable range of skills and experience to tackle the Company’s challenges and to grasp the opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making.
The Board is responsible for the overall management the Company and, save for those matters reserved for committees of the Board, all matters pertaining to the overall management of the Company and the measurement and review of its performance are reserved for the Board. The Board will meet not less than ten times per year and otherwise on an as required basis, to review, formulate and approve the Company’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals.
The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. At this stage of the Company’s development and size, the Board does not consider it appropriate to have a Nominations Committee and the Board will take decisions regarding the appointment of new Directors as a whole, following a thorough assessment of a potential candidate’s skill and suitability for the role and the ongoing efficacy of the Board. The merits of constituting a separate Nominations Committee will be kept under review.
The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.
Some of the Audit Committee’s duties include:
* reviewing the Company’s accounting policies and reports produced by internal and external audit functions;
* considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditors;
* reporting its views to the Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
* reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
* reviewing the adequacy and effectiveness of the Company’s anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
* overseeing the appointment of and the relationship with the external auditor.
The Audit Committee is chaired by Nigel Hamway and its other members are Michael Wigley and Bim Sandhu, all of which are independent, Non-Executive Directors. The Audit Committee meets not less than two times annually.
The purpose of the Remuneration Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chairman and the Executive Directors as well as the composition of the Board itself.
Some of the Remuneration Committee’s duties include:
* reviewing the pay and employment conditions across the Company, including the Board of Directors; and
* approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;
The Remuneration Committee has three members, comprising Nigel Hamway, Michael Wigley and Bim Sandhu.
Evaluating Board Performance
Assessment of the Board’s performance and that of its committees will be undertaken by the Board as a whole, led by the Company’s Chairman. Although the Company has no formal procedure for measuring the effectiveness of the Board, the Board carefully reviews its effectiveness by reference to financial performance, adherence to budgets, succession planning and the overall growth of the Company and taking account of the opinions and insights of its auditors, nominated adviser, broker, legal and other advisers. The method of assessing Board effectiveness and performance will be reviewed on a continuous basis.
Promoting Ethical Values and Behaviours
The Company is committed to ensuring that the Company operates according to the highest ethical standards for which the Board has primary responsibility. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. As the Board currently fulfils the responsibilities that might otherwise be assumed by a Nominations Committee, the Directors have responsibility for ensuring that individuals employed by the Company demonstrate the highest levels of integrity and undertake reviews of its employees regularly. In addition, the Company has a formal Bribery and Anti-Corruption Policy and a Share Dealing Code.
Bribery and Anti-Corruption Policy
The Company has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Company and persons associated with the Company (such as consultants, contractors or agency staff), requiring them to observe and uphold a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Company to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.
Share Dealing Code
The Company has adopted a share dealing code to ensure Directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation (“MAR“), which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company’s share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
Under the Share Dealing Code, the Company must:
* disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
* keep a list of each person who is in possession of inside information relating to the Company;
* procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
* procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make.
Shareholder and Stakeholder Engagement
Communications with shareholders are given high priority. The Company communicates with shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, are available on the Company’s website along with the interim and annual accounts, shareholder notifications and other corporate governance material for at least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.
Shareholders will have the opportunity to meet Board members at general meetings and there may be other opportunities such as investor meetings and presentations at which shareholders and stakeholders will be able to ask questions of management.
If you need further details on The Conygar Investment Company PLC our contact details can be found on this website.
The Board believes that other than shareholders, the Company’s key stakeholders are the Company’s staff, its tenants and the communities where the Company’s development projects are situated. Given the size of the Company, all matters relating to customers and key employees are dealt with at Board level.
The UK City Code on Takeovers and Mergers applies to the Company.
Corporate Governance Disclosures Checklist
|1. Establish a strategy and business model which promotes long-term value for shareholders.||See page 6 of the Annual Report for the financial year ended 30 September 2019.|
|2. Seek to understand and meet shareholder needs and expectations.||See “Shareholder and Stakeholder Engagement” above.|
|3. Take into account wider stakeholder and social responsibilities and their implications for long term success.||See “Shareholder and Stakeholder Engagement” and “Other Stakeholders” above.|
|4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.||See pages 9 to 12 of the Annual Report for the financial year ended 30 September 2019.|
|5. Maintain the Board as a well-functioning, balanced team led by the chair.||See page 13 of the Annual Report for the financial year ended 30 September 2019.|
|6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.||See page 13 of the Annual Report for the financial year ended 30 September 2019. See also “Board of Directors”, “Audit Committee” and “Remuneration Committee” above.|
|7. Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement.||See “Evaluating Board Performance” above.|
|8. Promote a corporate culture that is based on sound ethical values and behaviours.||See “Promoting Ethical Values and Behaviours” above.|
|9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.||See “The Board”, “Audit Committee” and “Remuneration Committee” above.|
|10. Communicate how the Company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.||See pages 17 to 19 of the Annual Report for the financial year ended 30 September 2019. See also “Shareholder and Stakeholder Engagement” and “Other Stakeholders” above.|
In addition, the Company has adopted policies in relation to:
The company is subject to the UK city code on Takeovers and Mergers