Energiser Investments plc

Corporate Governance

Corporate Governance

Following amendments made to the AIM Rules, which take effect on 28 September 2018, all AIM companies are required to apply a recognised corporate governance code and to make additional website disclosures relating to their compliance with that code.
In compliance with the new requirement, the Company has adopted the Quoted Companies Alliance’s (QCA) Corporate Governance Code (which was revised in April 2018) (“QCA Code”) and has updated its website to include the additional disclosures required by the QCA Code and the AIM Rules.
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. In determining the extent and manner of application of the QCA Code, the Board has had regard to the size, risks, complexity and nature of operations of the business.
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.
In addition to the specific disclosures the Code recommends the inclusion of a “Corporate Governance Statement” prepared by the Chairman in the annual report and on the website. The Company’s Corporate Governance Statement, which has been prepared by the Chairman of the Company, Stephen Wicks, is set out here.

Takeover code

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.

Directors

The Company supports the concept of an effective Board leading and controlling the Company. The Company's Board meets regularly and special meetings are convened as and when matters require urgent consideration. The Board is responsible for approving Company policy and strategy and there is a schedule of matters specifically reserved to it for decision. All directors have access to advice from the Company Secretary and independent professionals at the Company's expense.

The Board consists of one executive director and a non executive Chairman.

All directors are subject to re-election every three years and at the first Annual General Meeting (AGM) after appointment.

Relations With Shareholders

The Company values the views of its shareholders and recognises their interest in the Company's strategy and performance, Board membership and quality of management. It therefore encourages shareholders to offer their views.

The AGM provides an opportunity for shareholders, particularly private investors, to question the Board on issues arising. During the year enquiries are received and answered on a wide spectrum of topics relevant to the business.

The notice for the AGM will be dispatched more than 21 days in advance and the level of proxy votes lodged for and against each resolution will be disclosed at the meeting together with details of any abstentions.

Internal Control

The Board is responsible for maintaining a sound system of internal control to safeguard shareholders' investment and the Company's assets and for reviewing its effectiveness. Such a system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system and accordingly even the most effective systems can provide only reasonable, and not absolute, assurance against material misstatement or loss.

Assessment Of Business Risk

The Board regularly reviews operating and strategic risks.

The Company’s operating procedures include a system for reporting financial and non-financial information to the Board including:

  • Reports from management with review of the business at each Board meeting, focusing on any new decisions/risks arising
  • Reports on the performance of investments
  • Reports on selection criteria of new investments
  • Discussion with senior personnel
  • Consideration of reports prepared by third parties
  • Preparation of plans for business development

Control Procedures

Operational procedures have been developed for each of the Company's operating businesses that embody key controls over relevant areas. The implications of changes in law and regulations are taken into account by the Company.

The Board has considered the need for an internal audit function but has decided that this is not justified at present given the size of the Company. However, it will keep the decision under review on at least an annual basis.

Directors and officers insurance

The Company has insurance for the directors and officers of the Company in respect of liabilities incurred by them in the course of carrying out their duties or the exercise of their powers.

Appointment Of Directors

The Board deals with all matters relating to the appointment of directors including determining the specification, identifying suitable candidates and selection of the appointee. No separate Nominations Committee has been formed.

Throughout the year the Articles of Association have required each director to seek re-election after no more than three years in office. Therefore the Board considers it inappropriate that non-executive directors be appointed for a fixed term as recommended by the Code.

Directors Share Dealing Code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.