Able to make decisions at short notice and proceed to an immediate exchange of contracts with early completions. We seek out residential and commercial properties in all areas, but with a focus on the Greater London area. Unusual properties are preferred where value can be added through reconfiguring or changing use.
- About Safeland Plc
- Corporate Governance
- Country of Incorporation and Main Country of Operation
- Current Constitutional Documents
- Details of Any Other Exchanges or Trading Platforms
- Details of any restrictions on the transfer of securities
- Company Reports
- Admission Document and Circulars
LAST UPDATE: 14/05/2019
The Company is subject to the City Code on Takeovers and Mergers.
The Directors are accountable to the shareholders for good corporate governance of the Group and recognise its importance. Accordingly, although the Group’s share capital ceased to be traded on AIM from May 2019, the Board has decided to continue to apply the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the ‘QCA Code’) which identifies 10 key corporate governance principles. The Directors consider this to be appropriate to a company of Safeland’s size (8 employees including 3 directors) and nature. How the Group addresses each of the key governance principles defined in the QCA Code is set out below.
CORPORATE GOVERNANCE – PRINCIPLES TO DELIVER GROWTH
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
The strategy of the Group, as adopted by the Board, is set out in the Strategic Report on page 5 of the Company’s Annual Report and Financial Statements for the year ended 31 March 2018. The strategy is focused on increasing net asset value per share and total shareholder return. The key challenges to the business and how these are mitigated are detailed on page 5 and pages 41 to 43 of the Company’s Annual Report and Financial Statements for the year ended 31 March 2018.
Principle 2 – Seek to understand and meet shareholder needs and expectations
The Board is committed to distribute a share of profits to our shareholders and aims to maintain a sustainable and appropriate level of dividend cover.
Safeland encourages two-way communication with its investors, responds promptly to all queries received and ensures that the investors’ views are communicated fully to the Board. Queries raised by shareholders are dealt with either by the Managing Director or the Company Secretary.
The Board recognises the Company’s AGM as an important opportunity to meet shareholders. The Directors are available to listen to shareholders’ views informally immediately following the AGM.
If voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group’s other stakeholders include members of staff, customers, suppliers, regulators, industry bodies and creditors (including the Group’s lending bank). The principal ways in which their feedback on the Group is gathered are via meetings and ongoing conversations. The Group is also committed to the environment and the communities it operates in.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
The section headed “Risk Management” on page 5 and pages 41 to 43 of the Company’s Annual Report and Financial Statements for the year ended 31 March 2018 details risks to the business, how these are mitigated and the change in the identified risk over the last reporting year. The Board considers risks to the business at every Board meeting (at least 4 meetings are held each year).
The Board members are responsible for reviewing and evaluating risk. The Executive Directors meet at least weekly to review ongoing trading performance, discuss budgets for specific projects and forecasts and new risks associated with ongoing trading.
CORPORATE GOVERNANCE – PRINCIPLES TO MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Principle 5 – Maintain the Board as a well-functioning, balanced team led by the chair
The Board, which is set up to manage the Group, meets formally at least four times per year. The Board comprises three directors – two executive and one non-executive. The Board considers that the non- executive Director brings independent judgement to bear. The Board is chaired by the Managing Director.
The Board has a formal schedule of matters reserved to it and is supported by the Audit and Remuneration Committees. At each Board meeting, the Board receives the latest financial, operational and management information available which generally consists of: management accounts setting out actual performance, management discussion on current status of the property portfolio and working capital cash flow position.
The Board reserves to itself a range of key decisions to ensure that it retains proper direction and control of the Group whilst delegating authority to individual executive directors who are responsible for the day to day management of the business.
All directors have access to the advice and services of the Company Secretary and can also seek independent professional advice, if necessary, at the Group’s expense.
The Audit Committee, which is composed of the non-executive director and the finance director (who is an officer of the Company and not a member of the Board), is chaired by Edward Young and meets no less than twice a year. It is responsible for making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls.
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
All appointments to the Board (and in fact, to the Group) are discussed at a full Board meeting and each member of the Board is given the opportunity to meet the individual concerned prior to an appointment being made.
Due to the small size of the Group and the Board, it is considered inappropriate to establish a Nominations Committee.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Due to the size of the Board, the Remuneration Committee is comprised of all 3 members of the Board and meets as required during each financial year. The Committee determines on behalf of the shareholders, the Company’s policy for the level of remuneration for the executive directors.
Directors retire by rotation in accordance with the Company’s Articles of Association which prescribe that at every Annual General Meeting one-third of the directors for the time being or, if their number is not a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office. Non-executive directors are initially appointed for a three year term but their appointment is terminable by either party on three months’ written notice.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
We are committed to sustainability in all aspects of our business – for the environment, our people, customers, suppliers and the communities the Group operates in. Because of its size, the Group does not have a formal written policy on ethical values and behaviours but the Directors lead by example and work in an open plan office with plenty of opportunities to interact with staff, customers, suppliers and others.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Directors have established an organisational structure with clear operating procedures, lines of responsibility and delegated authority. In particular, there are clear procedures for capital investment appraisal and approval and financial reporting within a financial planning and accounting framework. The Board has reviewed the need for an internal audit function and concluded that such a function is not appropriate given the size of the Group.
CORPORATE GOVERNANCE – PRINCIPLES TO BUILD TRUST
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Safeland encourages two-way communication with its investors and responds promptly to all queries received. The Board recognises the Company’s AGM as an important opportunity to meet shareholders. The Directors are available to listen to shareholders’ views informally immediately following the AGM.
The Board believes that the Company’s Annual Report and Financial Statements play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. This is achieved in the Strategic Report section which contains a detailed consideration of the Group’s financial position and prospects.
The Company maintains a website (www.safeland.co.uk) where the Group’s statutory accounts are accessible.