As a company listed on the Alternative Investment Market of the London Stock Exchange, Maintel Holdings Plc is not required to comply with the UK Corporate Governance Code (“the Code”). However, the board of directors recognises the importance of, and is committed to, ensuring that proper standards of corporate governance operate throughout the Group with reference to the main provisions of the Corporate Governance Code for Small and Mid-Size Quoted Companies published by the Quoted Companies Alliance. A description of the main governance policies and procedures adopted by the Group is set out below.
The board includes three non-executives - John Booth, who is chairman, Nicholas Taylor and Annette Nabavi.
Other than in respect of Mr. Booth's and Mr. Taylor's shareholdings in the Company and for insignificant ad hoc consultancy projects, the non-executive directors are independent of management and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The board is satisfied that the broad range and depth of the executive and non-executive experience of each of the non-executive directors underpins their individual strength of characters and ability to exercise independent judgement and apply unbiased rigour to board decisions.
The board is also satisfied that each of the non-executive directors commits sufficient time to the fulfilment of their duties as a director of the Company.
The board also consists of five executive directors, of whom Eddie Buxton is Chief Executive, Mark Townsend is Chief Financial Officer, Stuart Legg is Sales and Marketing Director, Kevin Stevens is Integration and Transformation Director, and Angus McCaffery, who has responsibility for business development.
The directors’ biographies which can be seen here and demonstrate the range and depth of experience they bring to the Group.
The board meets regularly, normally monthly, and both reviews operations and assesses future strategy for the operating subsidiaries and for the Group as a whole. It operates to a schedule of matters specifically reserved for its decision. This schedule requires that specific matters are referred to the board for consideration and approval, including those relating to the overall leadership and management of the Group, budgets, strategy, performance against objectives, significant capital expenditure and contracts, external financial reporting, dividend and treasury policies, overall systems of internal controls and risk management, remuneration and governence, along with any significant proposed changes to business operations or to the structure of capital of the Company. The full schedule of matters reserved for the board's decision is available from the Company secretary.
Directors retire in accordance with the Company's articles of association on a three-year rotational basis and in accordance with corporate governance guidance recommendations.
The directors are able to seek independent professional advice as necessary, for the furtherance of their duties, at the Company’s expense within designated financial limits.
The following committees deal with specific aspects of the Group’s affairs:
and the remit of each is explained under the Committees of the Board section.
The Strategic report to shareholders - including the Chairman's Statement and Business review - is set out on pages 4 to 22 of the 2017 Annual Report.
In addition to regular financial reporting, significant matters relating to trading or development of the business are released to the market by way of Stock Exchange announcements as required.
The directors meet with institutional and other shareholders when possible, usually following the announcement of the Company’s results, to keep them informed about the performance and objectives of the business. Nicholas Taylor and Annette Nabavi also attend certain shareholder meetings representing the non-executive directors, to better understand the shareholders' views and to ensure there is an independent channel to the board, should that be necessary.
The annual general meeting provides a further forum for shareholders to communicate with the board.
The board is ultimately responsible for the Group’s systems of internal control, and for reviewing their effectiveness. Such systems can provide reasonable, but not absolute, assurance against material misstatement or loss. The board believes that the Group has internal control systems in place appropriate to the size and nature of its business.
The directors do not currently consider that an internal audit function is required, given the size and nature of the business at this time. This situation is reviewed annually.
The Group maintains a comprehensive process of financial reporting. The annual budget is reviewed and approved by the board before being formally adopted, following which the board receives at least monthly financial reports of the Group’s performance compared to the budget, with explanations of significant variances. Monthly cash flow forecasts are provided to the board, as are budget reforecasts if deemed appropriate.
The executive directors monitor key performance indicators on a monthly basis, management of these being delegated to the Group’s senior management.
The board undertakes a rolling review of known and potential risks, and addresses newly identified risks as they arise, with controls put in place to minimise their potential effect on the Group.
The key operational functions of the Group are subject to processes established and externally audited under ISO9001, ISO20000, ISO18001 and ISO27001, which the directors consider to be a valuable additional internal and external control tool of the business.
Each executive director has defined responsibility for specific aspects of the Group’s operations. The executive directors, together with key senior executives, meet regularly to discuss day-to-day operational matters.
The group has established procedures for the disclosure and review of any conflict, or potential conflicts, of interest which the directors may have and for the authorisation of such conflict matters by the board.