Board & Governance

Board of Directors

  • Bruno Holthof
  • Paul Swinney
  • Liz Dixon
  • Bart Leemans
  • Paul Barnes
  • David Orr
  • Tom Jenkins
  • Isabel Napper

Directors’ Biographies

Bruno Holthof, Independent Non-Executive Chairman, appointed 2019 (Member of Remuneration & Nomination Committees)

Bruno Holthof is the Chief Executive Officer of Oxford University Hospitals (OUH). Before OUH, he was CEO of the Antwerp Hospital Network from January 2004 until September 2015. Bruno Holthof is also member of the Board of Financière de Tubize, reference shareholder of UCB, a global biopharma company.
Before becoming a CEO, he was a partner at McKinsey & Company. During this period, he served a wide range of healthcare clients in Europe and the United States and gained significant expertise in the areas of strategy, organisation and operations. He holds an MBA from the Harvard Business School and an MD/PhD from the University of Leuven.

Bruno brings the following skills to the Board:

• An in-depth knowledge of healthcare systems in different markets
• Operational understanding of healthcare services
• Strategic, organisational and operational change in large organisations
• More than 10 years of Board experience in publicly listed companies

Paul Swinney, Chief Executive, appointed 1993 (Member of Nomination Committee)

Paul Swinney started his career with Brown, Shipley & Co in 1980. He worked for the European banking operations of Norwest Bank Minneapolis and Maryland National Bank, before joining OSI Finance, a specialist in shipping finance, in 1987. In 1993 he co-founded the business that was to become Tristel plc. He has been Chief Executive and a shareholder since inception and brings the following skills to Tristel’s Board:

• Engaging and persuasive
• Able to quickly make assured decisions
• Reflective and adaptable
• Energetic, considerate and no-nonsense

Elizabeth Dixon, Finance Director, appointed 2010

Liz Dixon trained with BDO before moving into industry with the Holiday Property Bond Group, as UK Finance Manager. Having joined Tristel in 2007 as Chief Group Accountant, she was appointed to the Board of Tristel Solutions Ltd in August 2009, and became Tristel plc’s Finance Director in June 2010. 

Liz brings the following skills to Tristel’s Board:

• Good business awareness and decision-making ability
• Excellent people skills
• A logical, analytical and enquiring mind
• Risk aware without being risk averse

Bart Leemans, Executive Director, appointed 2018

Bart Leemans founded the Ecomed Group in 2005 and was CEO from that date until its acquisition by Tristel in November 2018. Before establishing Ecomed, Bart founded various e-commerce business, including Eccent NV which he successfully exited via a trade sale.
Bart holds a Master of Engineering Science degree at KU Leuven, and is a Vlerick Business School Alumnus, and has commenced his career in the IT industry where he worked both within start-up companies and established players including IBM Global Services. 

Bart brings the following skills to Tristel’s Board:

• A history of building successful sales focused organisations
• A grounding in innovative technology businesses
• Entrepreneurial spirit and drive
• An ability to inspire and to deliver profitable growth

Paul Barnes, Non-Executive Director, appointed 2010 (Chairman of Nomination Committee and Member of Remuneration and Audit committees. Retiring from the Board at the Company’s December 2020 AGM)

Paul Barnes trained and qualified in accountancy practice where he experienced assignments ranging from plc audit to mergers and acquisitions. He has served as Finance Director for a number of publicly listed companies in various sectors on several stock exchanges. Having joined Tristel in 2004 as Finance Director, he transitioned to a non-executive role in June 2010 and in founding Amersham Investment Management, an FCA regulated Investment Management Firm, subsequently also became a Member of the Chartered Institute for Securities and Investment. 

Paul brings the following skills to Tristel’s Board:

• An ability to analyse, question and test business proposals with an eye both for detail and the wider strategic 
  picture
• An articulate and “down to earth” communicator
• A keen understanding of the challenges involved in managing business risks
• A sound grasp of finance and principled guardianship of investors' interests

David Orr, Non-Executive Director, appointed 2015 (Member of Remuneration, Audit & Nomination Committees)

David Orr joined Tristel’s Board in October 2015 and, since 2016 was Chairman of Tristel’s Remuneration Committee.  This role has now passed to Isabel Napper. 

David has extensive experience of operational management at Board level in a manufacturing environment. David has been the Group Managing Director and majority shareholder of Fencor Packaging Group, a privately-owned manufacturer of corrugated packaging, since 1999. He previously served as Non-Executive Director and Chairman of Pendragon Presentation Packaging and has also served as a Non-Executive Director of CorrBoard UK, a manufacturer of corrugated board. His early commercial career included working in the Corporate Finance Department of Robert Fleming & Co.

David read modern languages at Trinity College, Dublin and subsequently spent five years as an Army Officer. David holds a MBA from INSEAD. In April 2018 David completed Cranfield School of Management’s Non-Executive Directors’ Seminar.

David’s experience of running an entrepreneurial manufacturing business brings the following skills to Tristel’s Board:

• Leadership experience and an in depth understanding managing people and inspiring a team
• Knowledge of operational issues and constraints
• A practical and highly experienced approach to risk management
• Direct experience of acquiring and integrating businesses
• A focus on integrity and fairness

Tom Jenkins, Senior Independent Non-Executive Director, appointed 2017 (Chairman of Audit Committee and Member of Remuneration and Nomination Committees)

Tom qualified as a chartered accountant with Arthur Anderson in 1998 and has 16 years’ experience supporting ambitious growing businesses. He worked in corporate finance at Dresdner Kleinwort Benson and Bear Stearns before moving into broking, where for six years he was a Board member and head of equity capital markets at finnCap. In 2015, he joined BGF to set up their quoted investment team. 

Tom brings the following skills to the Tristel Board:

•  Audit, transaction, advisory and investmentexperience
•  An understanding of the challenges of growing a small, entrepreneurial business, having done this twice as a 
  Director of a Broking firm, and having advised over 150 small companies
•  Wide ranging capital markets experience including being a conduit for managing shareholders interests for 
  small companies, and then as an institutional investor in quoted companies

Isabel Napper, Independent Non-Executive Director, appointed 2020 (Chairman of Remuneration Committee and Member of Audit and Nomination Committees)

Isabel Napper qualified as a lawyer in 1984 and was a partner at major law firm, Mills & Reeve Plc, specialising in intellectual property law. She has advised a variety of global businesses on their IP related commercial issues particularly in the healthcare and technology sectors. Isabel’s first non-executive role was in 2005 and since then she has continued to work with high growth businesses both private and public. Isabel brings the following skills to Tristel’s Board:

•  In depth experience of AIM remuneration committees and issues relating to executive incentives
•  Understanding and knowledge of the legal concerns surrounding innovative high growth tech businesses
•  Ability to assimilate commercial issues and distil down to what matters
•  A people person keen to encourage diversity of opportunity for all employees
•  Enthusiasm for all things digital particularly in marketing
 

Corporate Governance

Tristel plc

Chairman’s Corporate Governance Report

This Corporate Governance Report has been written with the Quoted Companies Alliance (“QCA”) Corporate Governance Code in mind. As Chairman of the Board of Directors, corporate governance is my responsibility.

By following the QCA code, my Board colleagues and I seek to ensure that the Company operates efficiently and effectively and communicates well, to promote confidence and trust in the Company’s Board and management. The Board aims to balance the interests and expectations of the Company’s many shareholders and stakeholders by observing a transparent set of rules, practices, and processes. I believe that by adhering to this clear set of guidelines which clarify authority and responsibility, requiring constant measurement and review, the Company is best placed to manage risk and achieve a high level of performance, both of which are pre-requisites to the Company’s long-term success.

Corporate Governance Review

The London Stock Exchange’s AIM Rule 26 requires all AIM quoted companies to give details of the corporate governance code that they have decided to apply, to explain how they comply with their chosen code, and, if they depart from the chosen code, to explain where and why. In the Board’s view, there are two obvious choices of code: the FRC’S UK Corporate Governance Code and the QCA’s Corporate Governance Code (the “QCA Code”). The latter has been drafted with SMEs in mind and we have chosen to apply it.

Each year the Board carries out a review of the requirements of the QCA Code and AIM Rule 26, with respect to both its governance arrangements and practices, and its reporting. The key changes that have resulted from this review are:

  • An update to this Corporate Governance Report
  • Consideration by the Nominations Committee of the desired make-up of the Board of Directors, the members of each committee to the Board and the level of independence held, resulting in Board changes
  • A review and update to the Executive Management succession plan
  • An update to the Group Risk Assessment with particular focus upon COVID-19

Corporate Governance Code

The QCA Code is based upon the principle that companies need to deliver growth in long-term shareholder value. This requires an efficient, effective and dynamic management framework and should be accompanied by good communication which helps to promote confidence and trust. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies. It is constructed around ten broad principles and a set of disclosures. Companies are asked to provide an explanation of how they are meeting the principles through the prescribed disclosures. Where a company departs from the principles the Board is asked to provide a well-reasoned explanation for doing so. The following section of this Corporate Governance Report seeks to provide this:

Principle 1 - Establish a strategy and business model which creates long-term value for shareholders

The Board reviews and re-sets the Company’s strategic goals annually. In SEptember 2020 the primary goals were set as:

  • To maximise the Company’s value to all shareholders;
  • To establish Tristel's digital high level disinfectants as the gold standard for non-lumened medical devices; and
  • To establish Cache as the global maerket leader in sporicidal surface disinfection.

Secondary objectives, goals and “game changing plays” form part of the strategic plan and make an essential contribution to how the Company will deliver medium to long-term growth.

The Company has a clear strategic plan set by the Board, including financial performance targets, an approach to risk, and a vision of the values necessary and appropriate to achieve the plan. Via internal reporting and interaction between the Board, Management and employees, there is company-wide understanding of how shareholder value will be derived from these principles.

The business strategy, financial targets and key risks are clearly stated within various sections of the Annual Report to ensure that Shareholders can see how the Board intends to deliver long term shareholder value.

Principle 2 - Seek to understand and meet shareholder needs and expectations

The Chief Executive and Finance Director are the key shareholder liaison contacts alongside the company’s public relations advisors.

The Board actively engages with both institutional and private shareholders on at least four occasions each year, each in a forum which allows Management and the Board to hear investors’ views and answer their questions face to face. The Company’s NOMAD and public relations advisor provide written investor feedback after all investor presentations and meetings which are shared with the Board. Via communication with the Company’s NOMAD and analyst, together with Regulatory News Service announcements and the Company’s Annual Report, the Board gauges investor sentiment, sets expectations and communicates the Company’s intentions. The Board sees all write ups on the Company by the financial press, monitors popular online bulletin boards and has a series of online facilities in place that provide a conduit between the Company and its shareholders.

The Board feels that the Company has achieved a very high level of shareholder engagement and continues to seek ways to enhance this.

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

Management’s close day to day connection with employees combined with periodic engagement surveys, all-staff meetings, education sessions and social events ensure good relations with and between employees. These activities allow employees to share their views on ways in which the company can improve products, processes and outcomes as well as the working environment for its employees . The Board’s assessment is that the Company’s culture is positive, engaged and energetic, which is reflected in the achievement of its strategic goals.

An appropriate and positive relationship with suppliers and customers is a pre-requisite to the successful operation of the Company and exists in all areas of the business. The Company seeks to find innovative solutions to issues presented by customers which not only strengthens its good relations with those customers but provides immediate feedback allowing the Company to continually re-evaluate its strategic positioning and product offering. Product design and development, which has been vital to the Company’s success and continues to be a key day to day function, is driven by the close understanding between Management and end users of the Company’s products.

The management team works closely with regulators, key opinion leaders and authors of clinical guidelines in all countries, seeking counsel and working in cohort when appropriate. Effective connections and relationships are a key element of the “protective moat” referred to within the Company’s strategic plan. Post market surveillance and effective complaints handling are a pre-requisite of the Company’s quality accreditation.

As part of its day-to-day operation and via new product development, the Group has a clear focus upon reducing its environmental footprint.

The Group connects with the local community of its office locations, building relationships and giving support where appropriate.

Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation

Business opportunities, wins, losses and threats are documented by the management team monthly and shared with the Board. Risks and their mitigating factors are also reported, with high risk situations immediately acted upon. Health & safety risk assessments are a high priority given the nature of the business as a chemical manufacturer and are completed on a continual basis. Operational risks and uncertainties are discussed daily within the business in departmental meetings. A disaster recovery plan is in place and scenario planning events take place periodically, normally annually. Financial risks are considered by the Board at each Board meeting.

The 2020 COVID-19 pandemic presented both an opportunity and a risk to the business which the Group monitors continually. To protect staff, physical distancing, one-way people flow, home working, additional PPE, curtailment of external visitors and enhanced hygiene routines have been implemented within all of the Company’s premises. A risk assessment has been completed and circulated to staff, and employee representatives have been appointed to act as liaison points between Management and staff in case required.

The opportunity derived from the COVID-19 outbreak relates to the increased potential for environmental hygiene products, sold into hospitals and beyond. This opportunity is being addressed via the Company’s Cache range of surface disinfectants. The Board is provided with global sales information on a daily basis, allowing it to respond in fast-moving situations such as the current pandemic.

The Board gains assurance that the risk management and related control systems are effective through internal review and assessment, which is part of its continuous improvement strategy.

Principle 5 - Maintain the Board as a well-functioning, balanced team led by the Chair

In addition to daily access to sales numbers, the Board receives detailed information and reporting from every geographical and functional part of the business, direct from the responsible individuals, each month. The information, which is always provided in a timely manner, is high quality and comprehensive, ensuring that the Board is well informed and has the tools to facilitate proper assessment of matters which require its insight and decision making.

The Board believes that there is an appropriate balance between Executive and Non-Executive Directors on the Board. Tom Jenkins is the Senior Independent Non-Executive Director. Isabel Napper, who joined the Board on 29 May 2020, is the second Independent Non-Executive Director, and Bruno Holthof, Non-Executive Chairman of the Board is also independent. David Orr is not considered to be independent by virtue of his directorship and shareholding in Manor packaging, a supplier of cardboard to the Company; neither is Paul Barnes considered independent due to his shareholding in Tristel. However, both individuals bring great entrepreneurial and analytical attributes to the Board, adding viewpoints and competencies that further enrich it.

At present the Board does not comply with the QCA Code’s requirement that at least half of Directors of the Board should be independent Non-Executive Directors, and as such when Paul Barnes steps down in December 2020 the Board will seek recruitment of a new Independent Non-Executive Director.

The Executive team consists of Tristel’s Chief Executive Paul Swinney and Finance Director Liz Dixon, who are married, and Bart Leemans who joined the Board in November 2018 as an Executive Director, alongside his role managing the Group’s French and Belgian operations. All Directors are encouraged to foster an attitude of independence of character and judgement. The relevant experience, skills and personal qualities that each Director brings to the Board are detailed within the Directors Biographies, published within the Remuneration Report. Each Director keeps their skillset up to date by reading relevant publications and attending external training and personal development courses and workshops.

Each Non-Executive Director is expected to give at least 16 days per annum to the Company’s business.

Principle 6 - Ensure that the Directors collectively have all appropriate skills, capabilities and experience

The Board consists of individuals with backgrounds and experience in publicly and privately-owned commerce, finance, legal and manufacturing organisations. Collectively, the Board’s members have a wide range of experience, personal qualities and capabilities.

The Board contains three Executive Directors, two male and one female, and five Non-Executive Directors, one female and four male. In all new appointments the Board aims to appoint candidates who bring new and diverse attributes to its complexion.

In accordance with the QCA Code Non-Executive Directors are only eligible to serve for up to 9 years. At each Annual General Meeting all other directors are, at the discretion of the Nominations Committee, put forward for re-election.

Paul Barnes has served as a NED for 10 years, prior to which he was an Executive Director and as such will retire from the Board at the 2020 AGM.

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

The performance and effectiveness of the Board, its committees and individual Directors is reviewed by the Chairman and the Board an ongoing basis. Training is available should a Director request it, or if the Chairman feels it is necessary.

The performance of the Board is measured by the Chairman with reference to the Company’s achievement of its strategic goals. During the year the Company met all of its financial objectives and reacted positively to the challenges it was presented with, and as such it is felt that the Board performed well.

Over the course of the past three years the Board has grown from five to eight members. This is considered necessary as the Company has increased in size and complexity and a larger Board allows a deeper mix of backgrounds, views and capabilities, whilst still small enough to be dynamic and effective.

The Board continually assesses the candidacy of Tristel staff with respect to succession planning for Executive Management and has in place a short-term plan to be instigated in the event of the loss or incapacity of the key roles of CEO or Finance Director. A long term succession plan will be formulated over the next 12 months.

Principle 8 - Promote a corporate culture that is based on ethical values and behaviour

The Board promotes a corporate culture that is based on sound ethical values and behaviour through their own actions and words, and ensures that these are apparent and understood in every part of the business. They are embodied in three words which describe the core values of the Company:

  • No-nonsense
  • Considerate
  • Energetic

These values are applied consistently to employee personal development and training programs.

By adhering to these values, the Board believes that the Company will maintain a healthy corporate culture, focusing upon what is important, whilst taking a balanced approached to achieving its goals. Infection prevention is a vital yet complex area of healthcare, and healthcare providers can be reluctant to put their trust in new products and change. The Board feels that if an honest and straightforward approach is taken, whilst supporting customers through the process of adopting new products, the company can best achieve its goals.

The flat structure of the company means that the Board can assess the state of Company’s culture easily, which it currently considers to be strong, positive and spirited, despite the uncertainties affecting the entire world and felt by us all.

Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

Given that one of the Company’s core values is “no-nonsense”, the Board seeks to strike a balance between maintaining adequate governance without imposing structures that slow or weaken decision making and progress. The Company’s governance structures are fluid and have by necessity adapted over time, hand in hand with the changes to the business.

 

The Board’s members are well informed, have access to all parts of the business and are appropriately equipped through their own skills, experience and personality to make good, and where appropriate fast, business decisions.

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

This Corporate Governance Report is included within the Company’s annual report and the Corporate Governance section of the Tristel website. It is reviewed and updated regularly. In addition the Board regularly enters into dialogue with shareholders who have an interest in matters of governance, diversity and ethics in order that shareholders views can be properly voiced and brought to bear within the business.

Board of Directors

The Company is controlled by the Board of Directors, which comprises three Executives, one of whom is the Chief Executive Officer, and four NEDs. The role of the Chief Executive Officer and Chairman are separate. The Executive Directors are full time employees of the Company; the NEDs are part time employees who are required to give at least 16 days per annum to their role.

All Directors can take independent advice to assist them in their duties if necessary.

The Board is responsible to shareholders for the proper management of the Company and meets formally at least six times a year to set the overall direction and strategy of the Company, to review operating and financial performance and to consider and advise on senior management appointments. The Board also monitors and approves financial policy and budgets, including capital expenditure. All key decisions are subject to Board approval.

The Company Secretary is responsible for ensuring that Board procedures are followed and that all applicable rules and regulations are complied with. Liz Dixon, who is also the Group Finance Director, performs the role of Company Secretary, providing an internal advisory role to the Board. The QCA’s guidelines state that the role of Company Secretary should not be held by an Executive Director, and as such the Company does not comply with this requirement. It is the Board’s view that the size and complexity of the business does not necessitate a separate role of Company Secretary. Liz Dixon is supported and guided in this role by the Company’s legal advisors.

Board and Committee attendance

The Board met seven times during the 2019-20 financial year and its committees met a further 3 times in accordance with their terms of reference. The attendance of the Directors at these meetings is detailed below. On the occasions when a Director is unable to attend a meeting, any comments he has arising from the information pack circulated prior to the meeting are provided to the Chairman.

 

 

Eligible to attend

Attended

Bruno Holthof

8

8

Paul Swinney

7

7

Elizabeth Dixon

7

7

Bart Leemans

7

7

Paul Barnes

10

10

David Orr

9

9

Tom Jenkins

10

10

Isabel Napper

2

2

   Committees of the Board

 

Remuneration Committee

The Remuneration Committee operates under terms of reference which are reviewed annually, meeting at least once  per year, and comprises all Non-Executive Directors under the chairmanship of Isabel Napper INED. It reviews, inter alia, the performance of the Executive Directors and sets the scale and structure of their remuneration and basis of their service agreements, having due regard to the interests of the shareholders. The Remuneration Committee also determines the allocation of share options to Executive Directors. No Director has a service agreement exceeding one year. One of the policies of the Remuneration Committee is that no individual participates on discussions or decisions concerning his/her own remuneration. The Directors’ Remuneration Report is set out in the Annual Report where the work carried out during the past year is detailed.

Audit Committee

The Audit Committee operates under terms of reference which are reviewed annually and comprises all Non-Executive Directors except the Chairman of the Board in line with QCA guidelines, under the chairmanship of Tom Jenkins. It meets at least twice a year and, amongst other duties, overviews the monitoring of the Company’s risk profile, internal controls, accounting policies and financial reporting, and provides a forum through which the external auditors report. It meets at least once a year with the external auditors without Executive Management present.

The Company does not comply with the QCA’s requirement to publish a separate Audit Committee Report as it believes that the information provided within this Corporate Governance Report gives shareholders adequate information on the committee’s activities.

During the 2019-20 year the audit committee met on two occasions to:

  • Discuss findings and hear recommendations arising from the annual audit;
  • Discuss with the Company’s external auditors matters such as compliance with accounting standards;
  • Monitor the external auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company and other related requirements;
  • Approve the appointment of KPMG, as the Company’s external auditors, including their terms of engagement and fees.

The Committee reported formally to the Board on proceedings after each meeting.

Nominations Committee

The Nominations Committee operates under terms of reference which are reviewed annually and comprises all Non-Executive Directors and the CEO, under the Chairmanship of Paul Barnes.

 

The Committee considers the performance and effectiveness of the Board and its Directors; whether Directors retiring by rotation should be put forward for re-election at the Annual General Meeting; to consider succession planning for Directors and other senior executives; and to identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise.

 

The Board does not engage external consultants to evaluate the effectiveness of the Board, instead it carries out an ongoing review of the Board’s collective performance and that of the individual Directors, based upon the following criteria:

  • Strategy design, debate and decision making
  • Leadership style and technique
  • Goal setting, assignment of roles, responsibilities and resources
  • Monitoring, risk management and oversight

 

The performance of the Board and its individual Directors is also viewed in the context of the Company’s achievement of its strategic goals. During the 2019-20 year these were:

 

1. To meet analysts’ profit before tax forecast for 2019-20 of £6.5m, which has been achieved

  1. To increase sales by between 10 % 15% per annum on average over the three years to 30 June 2022, which the Group is on track to achieve
  2. To increase the Company’s value to shareholders - market capitalization increased by £65m, from £128m to £193m during the 2019-20 year. This goal has been achieved.
  3. To replicate the market penetration achieved in targeted clinical areas in the UK in all overseas markets. Whilst this is difficult to measure, the Company has achieved overseas sales growth of 32% which is clear evidence that good progress is being made towards this goal.

 

As a consequence, the Board has concluded that is has performed effectively during the 2019-20 financial year.

Directors are subject to election by shareholders at the first opportunity after their appointment. In addition, all Board members retire at each Annual General Meeting, and at their own request alongside the recommendation of the Nominations Committee, are put forward for re-election. All Directors were recommended for re-election at the 2019 AGM. In line with QCA guidelines Paul Barnes who has been a NED for 10 years will not offer himself for re-election  at the forthcoming AGM.

Relations with shareholders

The Board considers effective communication with shareholders to be very important and encourages regular dialogue with both institutional and private investors. The Board responds promptly to communications received verbally or in writing. Directors regularly attend meetings with both private and institutional shareholders throughout the year. Shareholders are given at least 21 days’ notice of the Annual General Meeting held in December and are invited to attend a Shareholder Open Day held in July each year. At all shareholder meetings shareholders are given the opportunity to discuss the development and performance of the Company with Management and the Group’s senior team.

 

The Company’s website www.tristel.com and Twitter feed @TristelGlobal, contain details of its products, promotional activities, investor relations events, share price details and Regulatory News Service (RNS) announcements.

Maintenance of a sound system of internal control

The Directors have overall responsibility for ensuring that the Company maintains a system of internal control to provide them with reasonable assurance that the assets of the Company are safeguarded, and that shareholders' investments are protected. The system includes internal controls appropriate for the Company’s size, and covers financial, operational, compliance (including health and safety) and risk management areas. There are limitations in any system of internal control, which can provide reasonable but not total assurance with respect to the preparation of financial information, the safeguarding of assets and the possibility of misstatement or loss.

 

The Board continually considers its policies regarding internal control, risk management and business reporting with respect to the major areas of the business and methods used to monitor and control them. In addition to financial risk, the reviews cover operational, commercial, regulatory and health and safety risks. The Board has concluded that an internal audit function is not justified at this juncture. However, this decision is continually reviewed as the operations of the Company develop.

The key procedures designed to provide an effective system of internal controls that are operating up to the date of sign-off of this report are set out below.

Control environment

There is an organisational structure with clearly defined lines of responsibility and delegation of accountability and authority.

Risk management

The Group employs Directors and senior personnel with the appropriate knowledge and experience for a business engaged in activities in its field of operations, and undertake regular risk assessments and reviews of its activities.

Financial information

The Company prepares detailed budget and working capital projections, which are approved annually by the Board and are maintained and updated regularly throughout the year. Detailed management accounts and cash flows are prepared monthly, as is a written commentary giving a comparison to budgets and prior years, identifying and explaining any significant variances.

Management of liquid resources

The Board is risk averse when investing any surplus cash funds. It considers that a minimum cash balance of £4 million is appropriate - providing adequate protection against unexpected events - for the current size of the business and seeks to adhere to this wherever possible and practicable. Cash exceeding this level, which cannot be used for earnings enhancing investment purposes, may be returned to shareholders in the form of a special divided.

Bruno Holthof

Non-Executive Chairman 16 October 2020

 

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