The Directors share the view that sound governance is fundamental to the successful growth of the business. The Board has decided to apply the QCA Corporate Governance Code, and our Chairman's Governance statement issued in compliance with AIM Rule 26 explaining our application of the QCA Code can be viewed here.
The Directors are responsible for the determination of the Company’s investment policy and strategy and have overall responsibility for the Company’s activities including the review of investment activity and performance. The Directors will meet at least ten times per annum, and the Audit Committee of the Company will meet at least three times per annum.
The Directors are as follows:
Karen Slatford (Non-executive Chair)
Between 1983 and 2001 Karen was at Hewlett Packard, where in 2000 she became Vice President and General Manager Worldwide Sales & Marketing for the Business Customer Organisation. Karen is currently Chair of The Foundry, a leading special effects software company, Senior Independent Director of Micro Focus and Accesso Technology Group and a Non-Executive Director of Alfa Financial Software. Karen holds a BA Honours degree in European Studies from Bath University and a Diploma in Marketing.
Simon Christopher Cook (Chief executive officer)
Simon has been active in the UK venture capital industry since 1995. Previously, Simon was a Partner with Elderstreet Investments and a Director at 3i in Cambridge. In 2006, he led the spin-out of Cazenove Private Equity and acquisition of Prelude Ventures and he negotiated the Group’s partnership with the Draper Venture Network. Simon has been involved with a number of successful technology start-ups including Cambridge Silicon Radio (IPO), Virata (IPO), Horizon Discovery (IPO), nCipher (IPO), Lovefilm (sale to Amazon), Zeus (sale to Riverbed) and KVS (sale to Veritas). Simon currently sits on the Boards of Graze, Lyst, Sportpursuit, Crowdcube (as an observer) and Trustpilot. Prior to venture capital, Simon worked as a strategy and IT consultant at KPMG, where he established the Digital Media strategy consulting practice, and as a computer games developer including running his own development company started at age 19. Simon is a graduate of University of Manchester Institute of Science and Technology (UMIST) with a BSc in Computation. Simon is a former member of the EVCA Venture Platform group and was voted VC personality of the year 2008.
Stuart Malcolm Chapman (Chief operating officer)
Prior to joining the Group, Stuart was a Partner with 3i Ventures in London. He was also a founding Partner of 3i US, based in Menlo Park, CA from 1999 until 2003. Stuart had 13 years of venture capital experience with 3i in Europe and the US. While he was in the US, Stuart was responsible for 3i’s investments in Still Secure, CollegeNet, Appshop and Digital 5. Following his return from the US in October 2003 he was responsible for 3i’s investments in The Cloud (sale to Sky), Searchspace and Magic 4 (sale to Openwave). Stuart was responsible for Esprit’s investments in Lagan Technology and currently manages Strikead and M-Files. Stuart is a member of the British Venture Capital Association Venture Committee. Prior to 3i, Stuart was involved in software and systems implementations for Midland Bank. He is a graduate of Loughborough University.
Grahame David Cook (Non-executive director)
Grahame Cook is an experienced FTSE and AIM Non-Executive, with extensive experience as an Audit Committee Chairman. With a background in banking, where he has specialised in the life sciences, pharma and biotech sectors, Grahame has over 20 years’ experience of M&A, equity capital markets and investor relations. Grahame started his career at Arthur Andersen, where he qualified as a chartered accountant and worked within audit and corporate investigations. Subsequent positions include at UBS, where he was a member of the global investment banking management committee and global head of equity advisory, and at WestLB Panmure, where he was joint Chief Executive Officer. Grahame currently sits on a number of Boards, chairing four, including Sinclair Pharma plc and Morphogenesis Inc.
Richard Fowler Pelly (Non-executive director)
Richard is a specialist in the financing of SMEs and is a Non-Executive Director of The Strategic Banking Corporation of Ireland and MicroBank Spain as well as the Social Investment Business in the UK. Up until April 2014, he was the Chief Executive of the European Investment Fund ("EIF"). Before joining the EIF in April 2008, he was Managing Director of structured asset finance at Lloyds TSB Bank in London from 2005-2007. From 1998-2005, he worked for GE Capital, first as Chairman and CEO of Budapest Bank in Hungary and then as CEO of GE UK Business Finance. Prior to GE, Richard worked for Barclays Bank in various functions in the UK and in France from 1977-1997. Richard holds an honours degree in psychology from Durham University and obtained an MBA with distinction from INSEAD Fontainbleau. In 2003, he was awarded an OBE in the Queen's Honours List for services to the community in Hungary.
Roles and responsibilities of the chair, chief executive and any other directors who have specific individual responsibilities or remits
Karen Slatford, as Chairman, is responsible for leading an effective Board, upholding high standards of corporate governance throughout the Group, partcularly at Board level, and ensuring appropriate strategic focus and direction.
The Chief Executive Officer (Simon Cook) has overall responsibility for proposing the strategic focus to the Board, delivery of the business model and strategy and the day to day management of the Group's business.
Grahame Cook and Richard Pelly, both independent Non-Executive Directors, chair the Audit Committee and the Remuneration & Nomination Committee respectively. They are available to engage with shareholders should they have a concern that is not resolved through the normal channels.
Stuart Chapman is the Chief Operating Officer, and ensures that the Board is properly briefed on the operating performance of the business including in respect of the investment portfolio, HR matters, risk and compliance.
Ben Wilkinson is the Company's Chief Financial Officer. Ben is not a Board Director, but attends Board meetings to report on matters including the financial performance of the business and investor relations.
Matters reserved for the Board
The Schedule of Matters Reserved for the Board of the Company sets down those powers reserved for the full Board of the Company and which are not delegated to the Company's Executive Directors. The list contains some matters which the Board cannot, as a matter of law, delegate. The Board may, however, appoint committees as it thinks fit to exercise certain of its powers.
Specific areas of delegation are set out in terms of reference for the Audit Committee and Remuneration & Nomination Committee.
The following list is a summary of matters that require approval of the Board:
- Matters relating to management structure and appointments;
- Any strategic or policy considerations;
- Certain transactions including acquisitions and disposals and transactions not in the ordinary course of business;
- Finance matters including the final approval of annual and interim accounts and accounting policies;
- Certain legal, administrative, pension and other benefits related matters; and
- Approval of investments over £10m.
Committees (Audit, Remuneration, Nominations)
The Board has established an Audit Committee and a Remuneration Committee & Nominations Committee, with formally delegated duties and responsibilities as described below.
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit Committee monitors the need for an internal audit function.
The Audit Committee is chaired by Grahame Cook and its members are Karen Slatford and Richard Pelly. The Audit Committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also meets frequently with the Company’s external auditors.
Remuneration & Nomination Committee
The Remuneration & Nomination Committee is responsible for determining and agreeing with the Board the framework for the remuneration of Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments, share options or other long term incentive plans. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director is involved in any decision as to his or her own remuneration. The Remuneration & Nomination Committee is also responsible for issuing awards of shares and options to purchase Ordinary Shares under the Company’s proposed share incentive plans.
The Remuneration & Nomination Committee is also responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board.
The Remuneration & Nomination Committee is chaired by Richard Pelly and its members are Karen Slatford and Grahame Cook. The Remuneration & Nomination Committee meets at least twice a year and otherwise as required.
As described on page 38 of our 2018 Annual Report, we conducted our first formal Board performance evaluation during the year. The process was carried out by way of tailored questionnaires completed by each member of the Board and Committees. We intend to carry out regular Board evaluation processes in future.
The questions covered a variety of topics including the composition of the Board, the quality and timeliness of information provided to the Board, succession planning, and shareholder engagement. Responses were collated by the Chairman and fed back to the Board at its meeting in March 2018 in order for the Board to have an open follow-up discussion about the results. The Chairman reported back to the Board that, in general, the responses found the Board to be operating effectively. Actions have been agreed to improve the following areas highlighted through the evaluation process:
- Shareholder engagement and, in particular, engagement between Non-Executive Directors and shareholders;
- The Company's approach to succession planning;
- Corporate Governance requirements including the requirement to publish a comply or explain statement against a recognised corporate governance code; and
- Development of Board meeting papers.
Committee evaluation was also conducted by way of questionnaires, with the questions asked including the extent to which the Board's Committees are properly constituted and received appropriate information in order to discharge their duties, whether each of the Committees had performed their role and responsibilities, as detailed in their Terms of Reference and the reporting of the Committee activities to the Board.
We intend to carry out regular Committee evaluation processes in future.
City Code on Takeovers and Mergers – Mandatory Bid
The City Code on Takeovers and Mergers (“the Takeover Code”) applies to the Company. Under Rule 9 of the Takeover Code if a person acquires an interest in Ordinary Shares which, when taken together with Ordinary Shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Ordinary Shares which increase the per cent. age of Ordinary Shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties,
would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous twelve months.
Relations with shareholders
Regular communication with insitutional shareholders is maintained through individual meetings with the Executive Directors and CFO, particularly following the publication of interim and full-year results. Investor relations is a standing item on the Board's agenda, and the executive team routinely updates the Board as to outcomes of their meetings with shareholders and potential investors.
This website contains general information about the Company, the management team and the Group's investments. Details of recent announcements and all information required to be maintained under AIM Rule 26 can be found at the following location.
Shareholders have an opportunity to raise questions with the Board at the Group's Annual General Meeting.
Investor relations - contact us