MenuPhoneCallbackSearch

Corporate Governance and Board Committees

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

The Board has established Board Committees for Audit, Remuneration and Nominations and is committed to developing further policies and procedures which reflect the principles of good governance.

The Company has adopted a share dealing code for the Directors and will take steps to ensure compliance by the Directors and any relevant employees with the terms of this code.

The Directors have established financial controls and reporting procedures which are considered appropriate given the size of and structure of the Company. These controls will continue to be reviewed as the Company develops and will be revised accordingly.

Quoted Companies Alliance Corporate Governance Code (QCA Code)

The Board believes that the QCA code is the most appropriate framework of governance for C4C as an AQSE listed company. The Company complies with the QCA code in so far as is practical given the size of the Company and nature of its operations.

The 10 principles set out in the QCA Code are listed below, with an explanation of how the Company applies each of the principles.

Principle 1. Establish a strategy and business model which promotes long term value for shareholders.

C4C has a clear strategy of advising, investing in and supporting the growth of Employee Owned Businesses (EOBs). It has done this successfully for over 10 years now and during that time the net asset value and share price has risen.

Principle 2. Seek to understand and meet shareholder needs and expectations.

Shareholders invest in C4C for two main reasons:

  • They believe that employee ownership is an attractive, socially responsible and successful business ownership model
  • They expect a decent return from their investment.

The board provides regular business and financial updates through the C4C website, as well as through the Regulatory News Service (RNS). All shareholders are invited to attend the AGM and the Company Secretary and share registrar are active in ensuring all shareholder information is up to date.

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

C4C’s strategic focus is exclusively on employee owned businesses. Evidence compiled by the Employee Ownership Association (EOA) https://employeeownership.co.uk/ over a number of years shows that EOBS are better at engaging with their employees in the workplace, tend to be more productive and financially successful and have a positive impact on the community in which they operate. Added to this, C4C deploys its investment capital in a patient manner, rarely investing for less than five years. C4C actively supports the board of the investee company to grow their financial performance and success over time, which in turn drives up the NAV of C4C.

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

The Board and management team regularly assess the risks that the Company is exposed to.

Risks are assessed for the likelihood of their occurrence and the scale of potential impact (both financial and reputational) on the business. Where a risk is considered material, mitigation actions are identified and implemented.

Each new investment proposal put to the board investment committee contains a section on identifiable risks and how material risks might be mitigated, should an investment take place.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the chair.

The C4C board comprises the Chairman, the CEO, the FD and three Non-Executive Directors.  Richard Bailey is the current non-executive chairman. Ed Jenkins is the senior Independent Director.

Profiles of all the directors are available on the C4C website.

The board meets formally on a quarterly basis and for the AGM. These meetings are usually face to face, although this was not possible during the Covid pandemic.

C4C has earned a reputation for responding quickly to investment opportunities and for support requested by its investees. The board regularly convenes at short notice to help these opportunities or issues get addressed as quickly as possible.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.

The Nominations Committee is appointed to lead the process for Board appointments and to make recommendations to the Board in order that there is a formal, rigorous and transparent procedure for appointing directors to the Board.

Board appointments are made following an evaluation of the balance of skills, knowledge and experience on the Board and identification of the role and capabilities required for a particular appointment.

The members of the nominations committee are shown on the C4C website.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Board undertakes an annual performance evaluation process, led by the Chairman. The company’s executive team is asked to provide feedback on the support they have received from the board. In addition, each director’s contribution to board discussions and decision making and the Company’s strategic direction, is discussed individually with the Chairman.

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

Employee owned businesses typically display:

  • Widespread share ownership amongst all employees
  • Strong management teams
  • Active employee engagement
  • Regular sharing of detailed information about the company’s operations and finances
  • The willingness to “go the extra mile” – after all it’s their company

C4C has a culture that closely reflects these values.

The company is rigorous in its adherence to and observation of FCA and other statutory regulations and we recognise that ethical behaviour and integrity are critical to C4C as a self-managed investment company.

The Company also enforces clear rules around share dealing.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

The Board is responsible for the overall leadership of the Company and setting the Company’s values and standards. 

The Directors are committed to maintaining high standards of corporate governance, and comply with the QCA Code, as far as is practicable given the Company’s size and nature.

The various board committees and members are set out in the section of the C4C website as shown below.

https://www.capitalforcolleagues.com/for-investors/corporate-governance/

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

The Board is committed to good communications with all stakeholders providing them with access to information to help them make informed decisions about the Company.

Information is regularly shared with shareholders and other interested parties and all relevant announcements are posted in the C4C website. These can be found under the news and blog section of the website. https://www.capitalforcolleagues.com/news-blog/

The AGM is an important opportunity for communication with shareholders and includes an update on the company’s latest trading performance. All shareholders are invited to attend.

The FOR INVESTORS section of the company’s website provides all required regulatory information. The section https://www.capitalforcolleagues.com/about-us/our-people/ provides further details of each Director and all employees.

Board Composition and Board Committees:

C4C has a Board of seven people as below:

  • Non-Executive Chair: Richard Bailey
  • Non-Executives: Ed Jenkins, Bill Ainscough, Richard Sloss & Ded Oxley
  • Executive Directors: Alistair Currie & John Lewis

C4C has established Board Committees for Audit, Remuneration and Nominations.

Audit Committee

  • Chair: Ed Jenkins
  • Members: Richard Bailey, Richard Sloss
  • Financial Expert: Richard Bailey

Remuneration and Nominations Committee

  • Chair: Richard Bailey
  • Members: Ed Jenkins, Richard Sloss