Compliance with QCA Guidelines

QCA Code Compliance

This table details how Pittards plc complies with each of the ten principles of QCA Corporate Governance Code and was approved by the board on 19th September 2018.



Principle Compliance
DELIVER GROWTH

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

Details of the Company’s business and strategy are contained on this corporate website, www.pittards.com

The Board recently reviewed and revised its strategy by identifying which markets present the best opportunities for a more balanced, market-led, client and product focused portfolio that will capitalise upon our production capabilities and drive growth.

To deliver our strategy, we have improved our raw material sourcing, continued to invest in our people and technology and are strengthening our capabilities across both our manufacturing capabilities in the UK and Ethiopia mitigating any potential overdependence on suppliers, our people and customers.

The strategy and business model is discussed, agreed and reviewed on a regular basis by the Board as a standing agenda item.

2. Seek to understand and meet shareholder needs and expectations

The Board is committed to engaging with shareholders and aware of the need to protect the interests of minority shareholders, and balancing these interests with those of any more substantial shareholders.

Roadshow meetings and calls have included smaller or potential holders and requests for site visits are considered carefully from every individual or institution. This is led by the Chairman, the Chief Executive Officer and the Chief Finance Officer.
In order to gauge shareholder sentiment, key institutional shareholders are typically met every six months and feedback solicited from its shareholders as required via its nominated adviser WHIreland.

In addition, the Board regards the Annual Report and the Annual General Meeting as important methods of communicating with shareholders to participate by submitting questions in advance of the Annual General Meeting. The Board pays particular attention to the votes cast by the shareholders at the Annual General Meeting. In the event that a significant proportion (>20% including proxies) of independent votes are cast against a resolution at a General Meeting of the Company, the Board intends, on a timely basis, to explain any action it has taken or will take as a result of that vote

The Company welcomes shareholder contact and lists contact details on its website and on all announcements released via RNS. The resolutions put to a vote at the next and past AGMs can be found in the RNS section of this website.

Investor relations is a standard agenda item where feedback from shareholders is discussed.

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

The Company has identified its key customers, suppliers and other advisers and recognises that its staff are critical to the delivery of the Company’s business objectives.

The Company regularly holds review meetings with its key customers, employees and suppliers and reacts as appropriate.
The Company is committed to engaging with the communities where it operates.

The Company recognises that there are many ways to minimise the effects of the Company’s activities on the environment, particularly in the sourcing, manufacturing and the production of our leather products. The Company is also committed to reducing other energy consumption and the recycle of waste products.

The Board has regard to the feedback of relevant stakeholders in its decision-making and the formulation of strategy.

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

Risk management is a high priority for the Group. The Company has a well-established risk management framework which involves risks being identified, recorded, monitored and addressed at division and Group level and subject to regular review. The risk register is a live document which is monitored regularly by the Executive Board and formally reviewed by the Audit Committee at least twice a year.

The Board receives regular feedback from the Audit Committee on any internal control issues raised by its external auditors.

The principal risks faced by Pittards and plans to mitigate these are set out in the Annual Report are addressed by the Board who are supported by a group of appropriately qualified professional advisers.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

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

The Board has two Executive Directors and three Non-Executive Directors (including the Chairman).

The Board considers that all three of its Non-Executive Directors are independent, giving an appropriate balance between Executive Directors and independent Directors. Godfrey Davis is the Senior Independent Director.

The Board has an established committee structure, with an Audit Committee, Remuneration Committee and Nominations Committee. All committees include at least one Non-Executive Director.

Audit Committee

The Audit Committee consists of two non- executive directors and is chaired by Louise Cretton. It meets with the auditors at least twice a year. The Committee reviews the financial statements prior to their recommendation to the Board for approval and assists the Board in ensuring that appropriate accounting policies are adopted and internal financial controls and compliance procedures are in place. In addition the Audit Committee is responsible for reviewing the risk register as per principle four.

Remuneration Committee

The Remuneration Committee consists of three non-executive directors and is chaired by Godfrey Davis. It is responsible for determining the remuneration arrangements of the executive directors, for advising the Board on the remuneration policy for senior executives and invites participation in the Company’s long-term incentive share scheme.

Nominations Committee

The Nominations Committee consists of one non-executive director and one executive director. It is chaired by Stephen Yapp and is focused on evaluating the board of directors of Pittards, examining the skills and characteristics that are needed in board candidates and the subsequent appointments. The Company’s Corporate Governance Statement provides further details, including how the Board evaluates its own performance.

For further details on how the Board evaluates its own performance please see the principle seven below.

The annual report and accounts also explains the governance framework and provides data on the number of Board and Committee meetings (and Director attendance).

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

The Board has a broad range of skills appropriate to the Company’s business and status Their respective diverse backgrounds bring financial, retail, marketing and wide ranging industry experience together and a suitable balance of skills to drive the medium term strategy.

The Chairman assesses the performance of the Directors on an annual basis and reviews on an ongoing basis whether the Board have the appropriate skills for future requirements, in light of the Company’s strategy and changing regulatory obligations.

The Board page of the Website contains a profile for each Director and the Corporate Governance Statement and the annual report and accounts provide further explanation as to internal advisory roles and retained external advisers.

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

The Company undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports. Responsibility for assessing and monitoring the performance of the executive directors lies with the independent non-executive directors.

Key performance indicators are detailed in the Annual Report. Agreed personal objectives and targets including financial and non- financial metrics are set each year for the executive directors and performance measured against these metrics.
The Board evaluates its own performance not less than once a year.

The performance of individual Executive Directors is reviewed not less than once a year by the Remuneration Committee.

The Chairman monitors the performance of individual Non-Executive Directors, who themselves may feedback to the Senior Independent Director with any concerns regarding the Chairman. Throughout, each Director has access to the Company’s nominated adviser, who in turn may provide feedback on the Board as a whole or individual Directors.
Regard is also had to the views of key shareholders and other stakeholders as appropriate.

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

The Board is committed to embodying and promoting a sound corporate culture and has endorsed various policies which require ethical behaviour of staff and relevant counterparties.

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

The Company’s Corporate Governance Statement explains the structures which are in place at Board and Committee level and how these interact, including the roles which individual Directors fulfil on the Board.

The Directors’ roles and responsibilities are summarised below

Chairman: Leads the strategy formulation and ensures the Board and broader management framework is established, operates effectively and is compliant with relevant statutory codes and Group policies.

Chief Executive: The Group’s lead decision maker develops and implements the Group’s strategy, manages performance and informs the Board about business matters.

Chief Financial Officer: The CFO oversees governance and provides financial reporting to the Board and external stakeholders, maintains financial records and acts as business partner to the CEO.

Non-Executives: The Non-Executives are detached from day-to-day operations and valued for their objective insight.

Beneath the Board, there is an operational governance framework which facilitates the effective management of the business by the Executive Directors. This organisational structure is kept under continual review and evolves as the needs of the business change as it grows and develops.

BUILD TRUST

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

The Board recognises the importance of providing shareholders with clear and transparent information on the Company’s activities, strategy and financial position. It reports formally on its financial position a minimum of twice a year at the half and full year financial results. The Board encourages engagement with all shareholders including two-way communications with institutional investors, analysts and private investors.

For the larger shareholders and analyst, the Board considers it has successfully created an open channel of communication for specific concerns, questions or updates facilitated by regular meetings, site visits and ad hoc telephone calls as appropriate with the Chairman, the CEO and the CFO.

The Company’s governance structure (as a whole) is explained through the Corporate Governance Statement and through this website, and is supplemented by the disclosures provided in this compliance statement and the explanations set out in the ‘Principal risks and uncertainties’ section in the Strategic report in the Report and accounts. The channels for communication between the Company and its shareholders are explained in the disclosure above against principle two.

Historic reports and accounts, along with all notices and circulars for the last five years, are available on this website.