Quoted Companies Alliance Corporate Governance Code
The Board of Directors of Brave Bison Group plc (together with its subsidiaries, the Company), led by myself, is responsible for introducing, maintaining and promoting robust corporate governance structures and processes throughout the Brave Bison group of companies.
Historically, as an AIM Company, which (prior to recent changes to AIM rules) was not required to comply with a specific governance code, our approach was to nevertheless seek to apply best practice where appropriate, referring to the UK Governance Code and Quoted Companies Alliance (QCA) Corporate Governance Code for guidance. We therefore welcomed recent changes to the AIM Rules requiring that AIM companies adopt a governance code and were pleased to formally adopt the QCA Corporate Governance Code (the Code) in July 2018.
This page outlines the ways in which the Company applies the ten principles of the Code.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Company has developed a strategy and business model based on three pillars around which its services revolve; Strategy, Origination and Distribution (full details of which can be found in pages 4 -11 of the Company’s 2018 Annual Report. Drawing on in-depth analysis and testing of the market the Board periodically agrees strategy and appropriate budgets and forecasts, continually reviews these at regular board meetings, determines carefully-selected investments, balancing risk and opportunity, with a view to delivering on wider strategic goals and creating long-term value for shareholders.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.
Primary responsibility for effective communication with shareholders lies with the Chairman, however all Directors are available to meet with shareholders throughout the year. The Chief Executive Officer and Chief Financial Officer are active in meeting with and preparing presentations for institutional investors, particularly following half year and full year results; meeting with private investors from time to time; and engaging in regular dialogue with the Company’s broker with a view to gauging shareholder sentiment.
The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM; shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. At the AGM voting on each resolution takes place by show of hands and proxies are announced. Voting results are published after the AGM. The results of voting from the AGM held on the 19 June 2019 can be found via the attached link.
Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters; seeks input from major institutional investors from time to time in relation to Company policy; and seeks to respond promptly to shareholder queries sent to its designated shareholder email address (email@example.com).
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company seeks to ensure continued engagement with its employees, clients, suppliers, shareholders and wider public via:
- holding and participating in regular internal and external open forum discussions
- having processes in place designed to ensure regular dialogue between employees and senior management (including a company-wide weekly meeting where employees are encouraged to participate fully, discuss issues and provide feedback)
- technological means using the functionality of social media platforms, analytics tools and software to gain insights and feedback from its clients, suppliers, partners and the public
The Company fully appreciates and embraces its wider social responsibilities. In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day to day operations (as detailed further under Principle 8 below).
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board and senior management are together responsible for identifying and managing risk in the Company. Senior management report potential risks to the Board who consider such matters at Board meetings.
The Company has established a risk register, which is formally reviewed and updated periodically.
A summary of the principal risks and uncertainties facing the Company are set out on pages 15 and 16 of the Company’s 2018 Annual Report.
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board comprises 3 Non-Executive Directors and 2 Executive Directors all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.
The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The Chairman does not chair any committee of the Board, with each committee being chaired by a Non-Executive Director which the Board considers suitable.
The Board considers each of its Non-Executive Directors to be independent.
Sir Robin Miller holds 1,172,859 share options which were granted on 8 February 2016 and vest equally over 3 years. He is nevertheless considered to be independent by the Board. The Board considers that the options were a one-off historic grant and does not deem them to constitute a significant interest in the Company which is likely to affect Sir Miller’s independence. It is now Company policy not to grant options to Non-Executive Directors.
Pursuant to a Relationship Agreement between the Company and major shareholder Vesuvius Limited, Paul Marshall was appointed to the board as a representative of Vesuvius. The Board nevertheless deems Mr Marshall to be an independent Non-Executive Director. Mr Marshall is considered to have demonstrated independence in character and judgment throughout his tenure.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Company considers the Board to possess an appropriate mix of skills and experience. Directors’ biographies can be found here.
The Company Secretary provides Directors with updates on key developments relating to the Company, the sector in which the Company operates, legal and governance matters including advice from the Company’s broker, lawyers and advisors.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Led by the Chairman, the Board has established a process for evaluation of its own performance, that of its committees and individual Directors, including the Chairman.
The Company’s process for evaluating the effectiveness of the Board and Directors’ performance comprises an annual internal review of executive and non-executive directors’ performance and a triennial review of Board performance by external providers. The results of such reviews are used to determine whether any alterations are needed or whether any additional training would be beneficial.
The Board will utilise the results of the evaluation process when considering succession planning.
All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Company seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.
In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day-to-day operations.
In respect of:
- Human Rights, the Company is committed to supporting and respecting the protection of internationally proclaimed human rights and ensuring it is not complicit in human rights abuses. The Company requires that its employees conduct every aspect of its business with honesty, integrity and openness, respecting human rights and the interests of fellow employees, customers and third parties.
- Labour Standards, the Company is committed to upholding the freedom of association and the effective recognition of the right to collective bargaining, the elimination of all forms of forced and compulsory labour, the effective abolition of child labour and discrimination in respect of employment and occupation. In particular the Company requires its employees and suppliers to not make excessive or illegal wage deductions; allow employees to enter or leave the working premises freely; not allow staff to work excessive overtime; not use wage deductions as a disciplinary measure; and treat all staff with the highest mutual trust and openness.
- Environment, the Company is committed to supporting a precautionary approach to environmental challenges; undertaking initiatives to promote greater environmental responsibility; and encouraging the development and diffusion of environmentally friendly technologies. The promotion of these issues forms a major part of the Company’s output – the Company’s owned and operated channel “Mutha” is focused solely on the promotion of sustainability, is present on major social media platforms and features regular content promoting environment issues including environmental responsibility, the development of environmentally friendly technologies, precautionary measures, and initiatives.
- Anti-Corruption, the Company is committed to working against all forms of corruption within the Company as well as in relation to its clients and suppliers. Employees, suppliers and clients are required to comply with applicable anti-bribery and corruption laws and internal structures are in place, designed to ensure transparency, openness and integrity in commercial dealings.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board is collectively responsible for the long-term success of the Company and provides leadership to the Company within a framework of effective controls, checks and balances.
The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides leadership to the Board. Working together with the Company Secretary, the Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Chief Executive Officer is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.
Matters reserved for the Board are detailed on page 24 of the 2018 Annual Report.
The Company has established two committees of the Board - an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities:
The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is currently chaired by Paul Marshall.
The Terms of Reference of the Audit Committee are as follows:
The Committee shall review and challenge where necessary:
- the consistency of, and any changes to, accounting policies both on a year on year basis and across the company and its group;
- the methods used to account for significant or unusual transactions where different approaches are possible;
- whether the company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
- the clarity and completeness of disclosure in the company’s financial reports and the context in which statements are made; and
- all material information presented with the financial statements, such as the strategic report and any corporate governance statement (insofar as it relates to the audit and risk management).
The Remuneration Committee will review the Company’s remuneration policy to ensure it is sufficient to attract, retain and motivate key management to deliver the strategy set by the Board. The Remuneration Committee will review the performance of the Executive Directors and senior management team and make recommendations to the Board on matters relating to their remuneration and terms of service.
The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee is currently comprised of Paul Marshall and chaired by Sir Robin Miller.
The Terms of Reference of the Remuneration Committee are as follows:
The Committee shall:
- 1.1 determine and agree with the board the framework or broad policy for the remuneration of the company’s chairperson and the executive directors including pension rights and compensation payments. The remuneration of non-executive directors shall be a matter for the board or the shareholders (within the limits set in the articles of association). No director or senior manager shall be involved in any decisions as to their own remuneration. The Committee shall recommend and monitor the level and structure of remuneration for senior management.
- 1.2 review the ongoing appropriateness and relevance of the remuneration policy.
- 1.3 approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes.
- 1.4 review the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
- 1.5 review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, Company Secretary and other senior executives and the performance targets to be used.
- 1.6 determine the policy for, and scope of, pension arrangements for each executive director and other senior executives.
- 1.7 determine the total individual remuneration package of the chairperson, each executive director, the company secretary and other senior executives including bonuses, incentive payments and share options or other share awards.
- 1.8 ensure that contractual terms on termination and any payments made are fair to the individual and the Company; that failure is not rewarded and the duty to mitigate loss is fully recognised;
- 1.9 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee.
- 1.10 obtain reliable, up-to-date information about remuneration in other companies of comparable scale. The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary to help it fulfil its obligations within any budgetary restraints imposed by the board; and
- 1.11 onsider such other matters as may be requested by the board of directors and work and liaise as necessary with all other board committees.
The Company does not have a Nomination Committee. Appointments are identified and managed by the Board.