As the Chairman, I recognise the importance of high standards of Corporate Governance and am pleased to report below on how the Board of Pittards maintains our governance framework.
In accordance with the AIM Rules for Companies and their requirement to adopt a recognised corporate governance code and disclose any deviations from it, the Board has now formally adopted the Quoted Companies Alliance Corporate Governance Code 2018 (“the Code”). The Code is based on 10 principles, compliance with each of which is detailed here. This will be reviewed and refined as required to support our growth strategy.
Further information on Pittards’ corporate governance procedures can be found below and in the Annual Report.
Corporate Governance Statement
The Company is led and controlled by the Board who is responsible for approving Company policy and strategy. The Board comprises two executive members and currently four non-executive directors who bring a wide range of skills, experience and independence of thought to the Board.
Stephen Yapp is the Chairman, responsible for the effectiveness of the Board and ensuring communication with shareholders and Reg Hankey is the Chief Executive accountable for the management of the Company. The Board meets regularly throughout the year with additional ad hoc meetings and calls being held as required and specifically has a Schedule of Matters Reserved to it for decision
All of the non-executive directors are judged to be independent as the Board considers them to possess the necessary qualities of character and judgment and none of them represents any of the Company’s shareholders. Godfrey Davis is the Senior Independent Director. In the furtherance of their duties on behalf of the Company, the Directors also have access to independent professional advice at the expense of the Company.
Investor relations and communications
The Board recognises the importance of providing shareholders with clear and transparent information on the Company’s activities, strategy and financial position.
The Board encourages engagement with all shareholders including two-way communications with institutional investors, analysts and private investors. Regular meetings, site visits and calls with larger shareholders and analysts are held as appropriate.
The Board regards the Annual Report and the Annual General Meeting as important methods of communicating with shareholders which allow them to participate by submitting questions at the Annual General Meeting.
The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The Company highlights potential financial and non-financial risks which may impact on the business as part of the monthly management reporting procedures. The Board receives these monthly management reports and monitors the position at Board meetings. The Board confirms that there are ongoing processes for identifying, evaluating and mitigating the significant risks faced by the Company.
The Company’s internal financial control and monitoring procedures include:
- Clear responsibility on the part of line and financial management for the maintenance of good financial controls and the production of accurate and timely financial management information; The control of key financial risks through appropriate authorisation levels and segregation of accounting duties;
- Detailed budgeting and reporting of trading results, balance sheets and cash flows, with regular review by management of variances from budget;
- Reporting on any non-compliance with internal financial controls and procedures; and
- Review of reports issued by the external auditors.
The Company does not have an Internal Audit function as the Board considers that the size and nature of the business does not currently require it. The Audit Committee, on behalf of the Board, reviews reports from the external auditors together with management’s response regarding proposed actions. In this manner the Board have reviewed the effectiveness of the system of internal controls for the period covered by the accounts.