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Corporate Governance
Statement of Compliance with the QCA Corporate Governance Code
The Directors recognise the importance of sound corporate governance. As a company whose shares are admitted to trading on AIM, the Board has decided to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code (the “QCA Code”) as the recognised corporate governance code most appropriate for the Company.
This corporate governance statement sets out, in broad terms, how the Company complies with the QCA Code.
Marlowe plc is an AIM-listed company formed to create sustainable shareholder value through the acquisition and development of businesses that deliver services and SaaS focused on assuring safety and regulatory compliance, whilst managing risk.
- Identification of target sectors which fit with the Marlowe investment criteria
- Refining the business model of acquired companies through broadening the service capabilities, implementation of operational improvements and improving customer service
- Accelerating growth through organic investment and swiftly executed, value-enhancing, add-on M&A
- A disciplined approach to integration bringing efficiencies and economies of scale to build leading positions across the UK
- Agile decision making and continual enhancement of operational and financial systems to drive increased efficiencies and growth
- Collaboration across the Group to realise synergies which provide a competitive advantage and further accelerate growth
The Group’s latest Annual Report and AIM Admission Document provide further detail on the Group’s strategy and business model, as well as the key challenges faced by the Company in achieving its goals.
The Company ensures a strong relationship is maintained with its shareholders with the Chief Executive and Group Finance Director having regular dialogue with institutional and major shareholders throughout the year including meetings following the announcement of the Group’s annual and interim results. In addition, the Company’s Non-Executive Directors engage with its investors, with the Chairman writing periodically to large shareholders to offer a meeting or dialogue.
All shareholders are encouraged to attend the Company’s Annual General Meeting where they are given the opportunity to question the entire Board. By understanding the requirements of our shareholder base we are able to refine our business strategy to ensure maximum value is delivered.
Corporate information (including all Company announcements) is available to shareholders, investors and the public on the Company’s website.
Investors are encouraged to access current information through the Company’s website and are able to contact IR@marloweplc.com with any queries.
Forming long-term relationships with our stakeholders and understanding their needs is imperative to the Company’s success. Aside from our shareholders, the Board has identified its employees, customers and suppliers as key stakeholders of the business and seeks to incorporate their views as follows:
- The Board has implemented processes and procedures to ensure these relationships are maintained and developed.
- Throughout the organisation each employee, customer and supplier has a designated contact to ensure performance is evaluated and feedback is obtained.
- The Board takes a zero tolerance approach towards slavery which is outlined in our Modern Slavery Statement, which can be found on our website
- The Board is updated on stakeholder feedback during the year to ensure the Company is delivering on its strategy.
Under the guidance of each Division’s Head of HR employee feedback processes are constantly under review to ensure all businesses that join the Group provide suitable feedback channels to their employees. The Board acknowledges the importance of two-way communication to ensure each employee maximises their potential at Marlowe and staff are encouraged to hold regular meetings with their reporting manager to ensure their performance is discussed and evaluated. All key relationships with other stakeholders, such as our suppliers and customers, are designated an account manager to ensure relationships are maintained and any queries or concerns are addressed in a timely fashion
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control. Although no system of internal control can provide absolute assurance against material mis-statement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board’s financial risk management objectives involve safeguarding the Group’s assets by identifying, managing, monitoring and reporting the critical risks across the business.
The key procedures that have been established and which are designed to provide effective control are as follows:
- Management structure – the Board meets regularly to discuss all issues and risks affecting the Group. This includes formulating and approving the Group’s strategy, budgets, corporate actions and overseeing the Group’s progress towards its goals through reviews of financial reports, forecasts, KPIs and non-financial information, such as Health and Safety reports. The Company has an established Audit Committee comprising the Non-Executive Chairman and Non-Executive Directors who are responsible for reviewing management judgements, reviewing the effectiveness of internal controls, approving the external audit plan and reviewing the effectiveness and the external auditor. In addition, the Risk Committee, comprising the Non-Executive Chairman and Non-Executive Directors, is responsible for reviewing the effectiveness of the Group’s risk management processes and for reviewing and maintaining the Group’s risk register.
- Investment appraisal – the Group has a clearly defined framework for investment appraisal, including key risks for proposed transactions, and approval is required by the Board where appropriate.
The Board regularly reviews the effectiveness of the systems of internal control and consider the major business risks and the control environment. The Board considers that, in light of the control environment described above, there is no current requirement for a separate internal audit function. The Board will continue to review the need to put in place an internal audit function.
The Group’s latest Annual Report provides further detail on the key risks faced by the Group.
The Board currently comprises two Executive Directors and four Non-Executive Directors (including the Chairman). The roles of the Chairman and the Chief Executive are separated, and their responsibilities are clearly defined. The Chairman is responsible for leadership of the Board and ensuring its effectiveness while the Chief-Executive is responsible for the day-to-day running of the Group’s activities. The Board retains a range of commercial and financial experience and there is a good balance of skills and knowledge of both the Group and the sectors in which it operates. Biographical details of the current Directors may be found in the Annual Report which is available on the Company’s website. Executive and non-executive directors are subject to re-election at intervals of no more than three years. The letters of appointment of all directors are available for inspection at the Company’s registered office during normal business hours.
The Board considers Kevin Quinn, Charles Skinner and Rachel Addison to be independent.
Given the Company’s strategy to deliver returns for shareholder over the long term and the current stage of growth, the Board considers that election of all directors on an annual basis is not appropriate currently, but intends to keep all aspects of corporate governance under review going forward.
The Board meets at least eight times per annum and has established Audit, Remuneration and Nomination committees.
The Board is satisfied it has an appropriate balance of sector, financial and public market skills and experience, as well as an appropriate balance of personal qualities and capabilities. All Directors receive regular and timely information on the Group’s operational and financial performance, thus enabling them to utilise their skills and expertise to further the Group’s strategy.
The Board considers and reviews the requirement for continued professional development. The Board are committed to ensuring that their awareness of developments in corporate governance and the regulatory framework is current, as well as remaining knowledgeable of any industry-specific updates. The Company Secretary, Nominated Adviser and external advisers also support this development, by providing guidance and periodic updates.
Biographical details of the current Directors, highlighting their experience and skills, may be found in the Annual Report which is available on the Company’s website.
The QCA Code provides details on the roles and responsibilities of the Company Secretary within a Company. The Company Secretary for the Group is Matthew Allen.
Matthew performs the function of Company Secretary as outlined in the QCA Code. The role includes preparing for and administering an effective Board, including the timely dissemination of appropriate information. In addition, the Company Secretary is responsible for assisting the Directors in ensuring that the Group entities are managed, controlled and administered within the parameters of their governing documents and are compliant with regulatory requirements and filing obligations.
Matthew has established direct lines of communication with each of the Directors and provides information, advice and guidance as required. Matthew plays an active and central role in ensuring good governance and provides an additional point of contact between the Company and its advisors on matters of governance and investor relations.
The Chairman currently assesses the performance of the Board on an informal continual basis taking into account the contribution each Director makes to the business. Directors are also encouraged to provide feedback on all areas of the board efficacy, having due regard to the balance of skills, experience, independence and knowledge contributed by members of the Board, as well as the successful operation of the Board as a unit, its diversity and other factors relevant to its effectiveness.
All aspects of the Company’s Corporate Governance shall be kept under review going forward.
Since the Company is at its early growth stage no formal processes have been established with respect to succession planning. However, as evidenced by recent changes to the Board, the Company has demonstrated its ability to ensure effective and high quality succession processes.
The Board promotes a culture of excellence in the services provided to our customers, to support its organic and acquisitive growth strategy. The Company strives to deliver services to the highest standard across all its Divisions to ensure all customers are satisfied and continue working with Marlowe for the foreseeable future.
The Board recognises that the Group’s ethical values and behaviours are key to its success and staff are aware that any unlawful or unethical practices will not be tolerated and will result in dismissal. Through open dialogue and developing a culture of honesty and integrity from within the Company, the Board is committed to providing the highest level of service to all our customers.
Feedback from all stakeholders in the business, as set out in Principle 3, allows the Board to assess the state of its corporate culture, as well as performance against the Company’s internal targets.
The Board meets at least eight times each year in accordance with its scheduled meeting calendar. The direction of these meetings is underpinned by the “Matters Reserved For The Board” statement which has been adopted by the Company. This ensures the focus of the meeting is on the overall management of the Group with matters ranging from scrutinising the current Group’s operations to approving new acquisitions or equity raisings being discussed. An agenda and papers consisting of financial information and Divisional reports is circulated to the Directors in advance of each meeting to enable suitable preparation.
This enables rigorous discussion and decisions to be made on an informed and timely basis. Each Director is able to challenge any proposal and a decision can only be made with a majority being in agreement. Any Director who feels an issue has remain unresolved may request this to be noted in the minutes of the meeting, which are then circulated to all Directors for approval. Any specific actions arising from such meetings are agreed by the Board and then followed up by the Company’s management. Delegated authority limits for the Group, approved by the Board, are in place to ensure only items material in nature or value were tabled for approval at these meetings.
Since the Company is highly acquisitive additional meetings take place, as required, to approve specific transactions or discuss other ad hoc matters.
The Chairman is responsible for leading the Board and ensuring appropriate focus is given to strategy and the key operational and financial issues in the business. The Chief Executive is responsible for implementing strategy and managing the Company through its Divisional Executive Teams.
Board committees
The Board delegates clearly defined powers to its Audit, Risk, Remuneration and Nomination Committees.
The Audit Committee comprises of the Chairman and Non-Executive Directors and is chaired by Rachel Addison. The Committee is responsible for monitoring the integrity of the financial statements of the Company, advising on appropriate accounting policies and reviewing management judgements, reviewing effectiveness of internal control and approving the external audit plan and reviewing the effectiveness of the external auditor.
The Risk Committee is chaired by Kevin Quinn and comprise of the Chairman and Non-Executive Directors. The key responsibilities of the Committee are to oversee and advise the Board on the current risk exposures of the Company and future risk strategy, to review the Company’s overall risk management systems, the Company’s capability to identify and manage new risk types and the Comany’s procedures for preventing and detecting fraud and bribery.
The Remuneration Committee comprises of the Chairman and Non-Executive Directors and is chaired by Gillian Kent.
A Nomination Committee is chaired by the Chairman unless the matter under discussion is his own succession. Other Directors are invited to attend as appropriate. The Committee is also assisted by executive search consultants as and when required. The Committee’s principal responsibility is to lead the process for Board appointments and to make recommendations for maintaining an appropriate balance of skills on the Board. It is anticipated that the Committee will usually meet to discuss succession planning for key senior executives.
The terms of reference for the aforementioned board committees are available to view on the Company’s website.
The Company communicates with shareholders through the Annual Report and Financial Statements, full-year and half-year announcements, the Annual General Meeting (AGM), regulatory announcements released via a regulatory information service and one-to-one meetings with large existing or potential new shareholders. A range of corporate information is also available to shareholders, investors and the public on the Company’s website.
The Company is also committed to clearly and transparently disclosing all shareholder votes and details of voting results in relation to the Company’s AGM held on 13 September 2023 (the “2023 AGM”), at which all resolutions that were put to shareholders were duly passed, are set out below.
Resolution 14 was not put to the 2023 AGM given the proxies received prior to the meeting in respect of that resolution.
| Votes for | % | Votes against | % | Total votes cast | Votes withheld | ||
| To receive the report and accounts | 50,505,075 | 100.00 | 0 | 0.00 | 50.505.164 | 48,120 | |
| To approve the Directors’ remuneration report | 39,077,666 | 77.31 | 11,471,108 | 22.69 | 50,548,774 | 4,510 | |
| The appoint RSM UK Audit LLP as auditor | 50,548,586 | 100.00 | 188 | 0.00 | 50,548,774 | 4,510 | |
| To authorise the directors to set the auditors’ remuneration | 50,544,208 | 99.99 | 4.566 | 0.01 | 50,548,774 | 4,510 | |
| To re-elect Alexander Peter Dacre as a Director | 50,536,425 | 99.98 | 11,724 | 0.02 | 50,548,149 | 5,135 | |
| To re-elect Rachel Bernadette Addison Horsley as a Director | 50,524,197 | 99.95 | 23,952 | 0.05 | 50,548,149 | 5,135 | |
| To re-elect Adam Thomas Councell as a Director | 50,513,150 | 99.93 | 34,999 | 0.07 | 50,548,149 | 5,135 | |
| To re-elect t Peter Michel Reeder Gaze as a Director | 39,010,188 | 77.37 | 11,410,529 | 22.63 | 50,531,456 | 132,567 | |
| To re-elect Gillian Dawn Celia Kent as a Director | 43,036,574 | 85.47 | 7,314,882 | 14.53 | 50,351,456 | 201,828 | |
| To re-elect Kevin Quinn as a Director | 48,566,549 | 96.08 | 1,981,600 | 3.92 | 50,548,149 | 5,135 | |
| To re-elect Charles Antony Laurence Skinner as a Director | 50,529,111 | 99.96 | 19,038 | 0.04 | 50,548,149 | 5,135 | |
| To authorise the directors to allot shares pursuant to section 560 Companies Act 2006 | 43,874,330 | 86.80 | 6,674,444 | 13.20 | 50,548,774 | 4,510 | |
| To authorise the directors to allot shares pursuant to section 551 Companies Act 2006 | 38,027,785 | 75.22 | 12.525.124 | 24.78 | 50,552,909 | 375 | |
| To disapply section 561 Companies Act 2006 (1) | 37,536,800 | 74.25 | 13,016,109 | 25.75 | 50,552,909 | 375 | |
| To authorise the Group to make market purchases of its own shares | 49,408,948 | 98.81 | 595,453 | 1.19 | 50,004,401 | 548,883 |
Notes:
- A further resolution to disapply section 561 Companies At 2006 for the purposes of financing a qualifying transaction was withdrawn prior to the AGM taking place.
- Any proxy appointments which gave discretion to the chairman of the meeting have been included in the ‘For’ total.
- A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “for” and “against” a resolution, nor in the calculation of “total votes cast” for any resolution.
- The issued share capital of the Company as at the date of the AGM was 95,882,065 ordinary shares.
(1) Not put to shareholders at the AGM.
The Company notes that the shareholder voting turnout for the 2023 AGM was below the level typically expected and will be seeking to engage shareholders to encourage voting in respect of future meetings of the Company.
The Company is also committed to engaging with shareholders to understand any significant votes against proposals put to shareholders.
Whilst the Company notes that votes cast against certain of the resolutions at the 2023 AGM represented no more than 13.49% of the Company’s issued share capital, and that certain of the resolutions were voluntarily put forward by the Company in line with the Board’s desire to maintain high levels of corporate governance, the Company will now engage proactively with those shareholders known to have voted against certain of the resolutions put to the 2023 AGM to better understand any concerns they may have.
The Company will seek to respond to concerns of shareholders and, in response to prior engagement with shareholders, Marlowe has provided additional disclosure in the publication of notices of AGMs, including in respect of the 2023 AGM, such that shareholders are more informed of the rationale behind, and justifications for, each of the resolutions being put to shareholders ahead of general meetings.
The Directors’ remuneration report and independent Auditor’s report form part of the Company’s Annual Report, which is available to view on the Company’s website, along with all other historical annual reports and notices of meeting.
19 September 2023