How we govern the group

Board

The Board is responsible for the overall governance of the company. Its responsibilities include setting the strategic direction of the company, providing leadership to put the strategy into action and to supervise the management of the business.

Downloads
Matters Reserved for the Board

 

 

Audit Committee

The Audit Committee is chaired by Vijay Thakrar. Its other members are; Jon Pither, David Armfield and Stephen Beechey. The committee is responsible for monitoring and reviewing the integrity of the financial reporting process, including the appropriateness of any judgements and estimates taken in preparing the financial statements; internal and external audit functions; and internal financial controls.

Downloads
Audit Committee Terms of Reference

Alumasc-Audit Committee Report-2018
Principal Risks and Uncertainties

Remuneration Committee

The Remuneration Committee is  chaired by Jon Pither. Its other members are; David Armfield, Vijay Thakrar and Stephen Beechey. The committee is responsible for determining the remuneration policy and the application of the policy in relation to the Chairman’s and Executive Directors’ remuneration. The remuneration of the Non-Executive Directors is determined by the Chairman and the Executive Directors.

Downloads
Remuneration Commitee Terms of Reference
Alumasc-Directors’ Remuneration Report-2018
Directors’ Remuneration Policy (2017)

 

Nomination Committee

The Nomination Committee is chaired John McCall. Its other members are; Jon Pither and David Armfield. The committee is  responsible for reviewing the size, structure and composition of the Board, including the consideration of skills, knowledge and experience of the Board members. It also manages succession planning and selects potential new Board candidates when appropriate.

Downloads
Nomination Committee Terms of Reference

Compliance with QCA Code

There is a commitment to high standards of corporate governance throughout the group. As an AIM quoted company Alumasc has adopted the Quoted Companies Alliance (“QCA”) Code as the basis for its governance framework.

The Executive Committee led by the Chief Executive Officer and the Group Finance Director is responsible for recommending to the Board the strategy of the Group. The strategic focus of the Company also reflects and takes into account the Company’s key stakeholders – its shareholders, customers, employees and suppliers. The Board is involved in discussing the focus of the Board’s strategy and business model. The Board needs to approve the Company’s strategy before it can be implemented. Alumasc’s leadership are then responsible for the implementation and the management of the business on an operational and day-to-day basis.

Our business model is to build specialised positions in growth markets and manage these positions to optimise opportunities to achieve success in the form of satisfied customers, motivated employees, sustainable growth, superior financial returns and long-term value creation.

Our strategy is to:

  • Grow revenues faster than the UK construction market on average
  • Augment UK revenue growth through development of selected export markets
  • Grow profit at a faster rate than revenue by improving operating margins
  • Generate superior shareholder returns over the medium to longer term

Full disclosure of our business model and strategy can be found in the 2018 Annual Report on pages 4 to 33.

Alumasc has regular dialogues with existing and potential investors. Meetings are organised providing management with a forum to explain the business and our opportunities to investors. It is also useful to receive feedback on the perceptions and views from analysts and investors and their views of our business. It is a useful way to gather information to help drive the business forward.

Shareholders have direct access to the Group via its website where material of interest is displayed. Additionally, the Group responds to individual enquiries from shareholders on a wide range of issues.

There is regular dialogue with individual institutional shareholders, as well as general presentations after the announcement of results. The Board receives regular updates on all the meetings and communications with major shareholders, who are offered the opportunity to meet with the Non-executive Directors from time to time.

The Annual General Meeting (AGM) also provides an opportunity for shareholders to meet with the Chairman and Committee Chairs. The Board is available at the AGM to answer questions. In addition, comments or questions from proxy voting services are considered and reviewed.

Alumasc engages with employees via newsletters and works forums to understand employee matters and points of view and this in turns helps us reflect this by making more informed business decisions. Alumasc takes seriously its corporate and social responsibilities with green reporting. We also seek to have effective relationships with customers, suppliers and employees. Our products support the green built environment and we seek to make sure we consider our customers’ requirements.

As a Group, we are committed to promoting diversity and providing equal opportunity to all areas including (but not limited to) recruitment, employment and career progression. The Group is an equal opportunities employer.

Our culture of trust is promoted, and all our employees are expected to operate in an honest and ethical manner. We look to have relationships of trust with our customers and with our programme of cross-selling products for the building envelope; this approach is built in to our operating model.

Alumasc places the highest priority on health & safety matters. There is a Group policy to this effect and it remains the first agenda item for all subsidiary and Group meetings. It is considered that embedding the health and safety culture is the responsibility of both management and all employees.

Our Group objective is to maximise long-term shareholder value. As part of this, the Directors recognise that creating value is the reward for taking business risks. The Board’s policy on risk management encompasses all significant business risks to the Group, including financial, operational and health & safety risks, which could undermine the achievement of business objectives.

Regular monitoring of risk and control processes, across headline risk areas and other business-specific risk areas, provides the basis for regular and exception reporting to management and the Board. In addition, we also run regular health & safety assessments and reviews. Our risk assessment and reporting criteria are designed to provide the Board with a consistent, Group-wide perspective of the key risks. Regular reports to the Board include an assessment of the likelihood and impact of risks materialising, as well as risk mitigation initiatives and their effectiveness.

The Board has overall responsibility for the group’s approach; however, it has delegated some review responsibility to the Audit Committee for recommendations to allow us to assess risk and systems of internal control and for monitoring their effectiveness. Any new and material risks are communicated, without delay, to the Chairman and the Board.

A summary of the principal risks and uncertainties facing Alumasc, together with mitigating actions, is set out on pages 28 to 29 of the 2018 Annual Report which can be found on our website.

The Board consists of a Chairman, Chief Executive, Finance Director and four Non-executive Directors, three of which are independent.

There is a clear separation of roles between the Chairman and the Chief Executive Officer. The Chairman takes responsibility for the running of the Board; no individual or group dominates the Board’s decision-making and he ensures that the Non-executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters and also Chairs the Nomination Committee.

The Chief Executive Officer has responsibility for implementing the strategy of the Board and for managing the day-to-day business activities. The Company Secretary is responsible for ensuring that Board procedures are followed together with all applicable rules and regulations.

All Non-executive Directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts.

The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

The Chairman, with the Nomination Committee and the Company Secretary, reviews the knowledge and experience on the Board to ensure that the Board has the right balance to support Alumasc’s strategy. The Nomination Committee reviews the balance of Non-executive Directors and considers the skills required to drive forward Alumasc’s strategy.

The Board ensures that the Director’s knowledge of Alumasc and its new products is kept up-to-date and refreshed. Site visits are also arranged for Non-executive Directors as needed.

The Directors have received briefings from their NOMAD and from other advisers (for example, their auditors). The Company Secretary is available to discuss corporate governance matters.

Directors may seek advice from the Company Secretary as required about their duties, or from the company’s legal advisers if needed.

The Director’s biographies are available on our website. These indicate the high level and range of professional and business experience which enables the group to be managed effectively.

The company conducts an annual performance review of the Board using one-to-one interviews between Board members and each of the Chairman and the Senior Independent Director. The results of the interviews, including the need for any ongoing training or mentoring are then discussed with the Board.

Overall Board composition is reviewed annually by the Chairman and the Nominations Committee to determine whether or not any changes might be recommended. Two new independent Non-executive Directors and a new Company Secretary have been appointed since 1 January 2018 with one Non-executive Director retiring during the same period.

Our Chairman and CEO lead on corporate culture and encourage the values of trust, honesty and integrity. The business understands that employee engagement underpins our business and helps us drive for success. We also seek to ensure we have the best levels of health & safety standards in order to protect employees. Employees are required to deal ethically with customers and suppliers. A number of our businesses have employee forums for matters to be raised in an open forum.

Any matters of concern can also be raised to the Senior Independent Director or to the Chair of our Audit Committee, as appropriate. We care about our communities and access to Alumasc’s social responsibility statement can be found on our website.

The Chairman and our Board of Directors support good corporate governance to ensure that they build a successful and sustainable business that is beneficial and successful for all our stakeholders.

The Chief Executive Officer and Finance Director have responsibility for the operational day-to-day management of Alumasc’s business and activity. The Non-executive Directors bring outside experience and independent judgement to our decision-making at the Board.

The Chairman has responsibility for the running of the Board and for corporate governance matters.

The Company Secretary is responsible for ensuring that Board procedures are followed together with all applicable rules and regulations.

 

Board

The Board meets seven times a year in accordance with its scheduled meetings calendar. There can be unscheduled meetings, if needed. The calendar is designed to align with the financial timetable and financial year.

The Board is responsible for the overall governance of the company. Its responsibilities include setting the strategic direction of the company, providing leadership to put the strategy into action and to supervise the management of the business.

A copy of the list of Matters Reserved for Board decision can be found on our website.

The Board receives timely information and data before each meeting; a formal agenda is produced for each meeting and papers are distributed at least 5 working days before each meeting. The Board has established a series of Committees to assist it to discharge its responsibilities:

 

Audit Committee

The Audit Committee is responsible for monitoring and reviewing the integrity of the financial reporting process, including the appropriateness of any judgements and estimates taken in preparing the financial statements; internal and external audit functions; and internal financial control.

The Audit Committee has been formally delegated with duties and responsibilities and a copy of its Terms of Reference can be found on our website.

A summary of the work undertaken by the Audit Committee can be found in our 2018 Annual Report, available on our website.

 

Remuneration Committee

The Remuneration Committee is responsible for determining the remuneration policy and the application of the policy in relation to the Chairman’s and Executive Directors’ remuneration. The remuneration of the Non-executive Directors is determined by the Chairman and the Executive Directors. 

The Remuneration Committee has its own formal delegation of responsibilities and duties and a copy of its Terms of Reference can be found on our website.

The report of the Remuneration Committee can be found in the 2018 Annual Report, available on our website.

 

Nomination Committee

The Nomination Committee is responsible for reviewing the size, structure and composition of the Board, including the consideration of skills, knowledge and experience of the Board members. It also manages succession planning and considers new Board candidates as appropriate. Recommendations are made to the Board for approval.

The duties and responsibilities of the Nomination Committee are outlined in its Terms of Reference and a copy can be found on our website.

The business sets a high priority on maintaining good communications with its stakeholders to ensure that the Alumasc Group’s processes and procedures are clear and understood. On our website (www.alumasc.co.uk) the “Investors” section is regularly updated. We communicate with our shareholders through: The Annual Report, the half-year announcements, the AGM and roadshows/meetings with Investors and at analysts’ briefings and the feedback we receive following such meetings. The Chairs of Committees attend our AGM and are available for questions at the meeting.

The Board also pays attention to the voting recommendations provided by third party proxy voting services, as well as the voting outcomes of specific resolutions with a view to determining whether or not any further action is required.



Information last updated 24 June 2019