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.

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Matters Reserved for the Board

 

 

Audit Committee

The Audit Committee is chaired by Karen McInerney. Its other members are Stephen Beechey and Vijay Thakrar. 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.

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Audit Committee Terms of Reference

Audit Committee Report

Principal Risks and Uncertainties

Remuneration Committee

The Remuneration Committee is chaired by Stephen Beechey. Its other members are Karen McInerney and Vijay Thakrar. The Committee is responsible for determining the remuneration policy and the application of the policy in relation to the Chair’s and Executive Directors’ remuneration. The remuneration of the Non-executive Directors is determined by the Chair and the Executive Directors.

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Remuneration Committee Terms of Reference

Directors’ Remuneration Report

Proposed Directors’ Remuneration Policy (2020)

 

Nomination Committee

The Nomination Committee is chaired by Vijay Thakrar. Its other members are; Karen McInerney and Stephen Beechey. 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

Nomination Committee Report

Compliance with QCA Code

The Board adopted the QCA Corporate Governance Code 2018 (the QCA Code) on 25 June 2019 pursuant to Rule 26 of the AIM rules and a summary of our approach is set out on pages 67 to 70. The following section outlines how the Group fully complies with the QCA Code and how the Board and Committees operate.

Our approach
Our Strategy is designed to deliver long-term growth by providing sustainable building products. Our business model is outlined on pages 6 to 7 and is focused on bringing innovation, new products and inorganic growth to grow our business. The Executive team led by the Chief Executive recommends the strategy to the Board. Our strategic focus also reflects and considers views of the Group’s key stakeholders: its shareholders; employees; Pension Scheme Trustees; customers; suppliers; bankers and our communities. The Board reviews, challenges and approves the strategic approach.

What we did in FY22/23
The Board held a strategy day with senior leaders in the business in November 2022 and time was also devoted to discussing the strategic actions arising and progress against targets in February and June 2023. Strategy for the Group is presented to the Board and the strategic discussions involve the leadership and representatives of those businesses. In the year, we reviewed our strategic alignment with environmentally sustainability products and considered how Alumasc could accelerate organic and non-organic growth, (the acquisition of ARP, subject to regulatory approval, being an example).

See pages 8 to 60 for more information.

Our approach
Communication with shareholders is given a high priority. Paul Hooper, Chief Executive, and Simon Dray, Group Finance Director, communicate and speak with institutional investors sell-side analysts via presentations, press releases and general presentations at the time of annual and interim results. There are also additional meetings held during the year and our Chair, Vijay Thakrar, is also available to engage with investors. Investor and analyst feedback is shared with the Board to enable a clear understanding of our investors’ views. We welcome shareholders who wish to attend our AGM and the meeting will be held this year at our Alumasc Water Management Solutions – Wade site in Halstead.

What we did in FY22/23
After the full-year and half-year results, roadshows were held, including meetings or calls with investors and potential investors in the Group. Calls and presentations are made to major investors and to retail investors via InvestorMeet, which is available via our website or YouTube. We have regular dialogue with existing and potential investors.

We held a Capital Markets Day for Investors on 27 October 2022 immediately after our Annual General Meeting at our Timloc site, at Ozone Park, Howden. The visit included presentations and a tour of the Timloc factory – see page 55 for more information.

We have a dedicated email for contacting any member of the Board at alumasc@camarco.co.uk.

Our approach
We take our wider stakeholder views seriously and have effective working relationships with our shareholders, customers, business partners, suppliers, bankers and Pension Trustees. We have a number of ethical codes in place that govern our relationships with our stakeholders (see pages 38 and 75).

What we did in FY22/23
The Board held site visits at Timloc and St Helens and at those meetings and events there has been an opportunity to meet employees as part of a site tour. There is also a rolling programme to invite staff to meet with the Board as part of our scheduled events. Staff surveys are conducted by division, and these are considered by the Executive Directors of those businesses. Additionally, a key network of staff are involved in Alumasc’s ESG programme. Our Strategy Days allow the Board and the wider leadership team from our divisions to have valuable dialogue on business opportunities/risks as well as social and community issues in a formal and informal setting.

Our s.172 Statement on pages 52 to 55 and our ESG report on pages 30 to 51 provides more information on how we take into account our responsibilities to our various stakeholders.

Our approach
The Board’s policy on risk management encompasses all significant business risks to the Group, including strategic, commercial, financial, operational, and Health & Safety risks, which could undermine the achievement of business objectives.

Our principal risks and risk management approach is outlined on page 56.

The Board maintains overall responsibility for the Group’s approach to risk management; however, it has also delegated some responsibility in respect of financial controls to the Audit Committee. Any new and material risks identified by management are communicated promptly to the Board.

In addition, the Board regularly reviews in depth Alumasc’s financial position. The Board actively challenges the annual budgeting process prior to approval. The Executive Directors regularly provide updates on financial performance and non-financial matters such as people, and Health & Safety issues.

What we did in FY22/23
The Board reviews and considers its risk register on an annual basis. Additionally, following our Task Force on Climate-related Financial Disclosures (TCFD) report, the risk registers have been expanded to include climate-related risk. This year we have included our climate-related risk registers on pages 41 to 44.

Please see pages 56 to 60 for more information.

Our approach
Clear separation of roles between the Chair and the Chief Executive Officer is in place. The Chair takes responsibility for the running of the Board, and the Chair ensures that all Board members are properly briefed on all key matters.

Board agendas are approved by the Chair. Directors are provided with regular, timely information on the performance of the divisions within the Group. The Chair facilitates the meetings and ensures there is time for each Director to contribute. Directors contribute their independent judgement and experience to challenge and explore key matters. The Board is provided with a Health & Safety report, finance, management and people reports and other information on a regular basis. The balance of the Board is considered and reviewed by the Nomination Committee (see page 71), and this year our Resilience plan for leadership roles, was reviewed.

The Chief Executive Officer, with the other Executive Directors, is responsible for implementing the strategy of the Board and for managing 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 of interest. Any change in commitments is notified as soon as possible by the Directors to the Chair and Company Secretary. Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties, including preparation for and attendance at Board, Committees or shareholder meetings.

The Board has delegated authority to the Audit, Remuneration and Nomination Committees to support the work of the Board in the performance of its duties. The Committee Reports are on pages 71 to 92, and their terms of reference can be found at www.alumasc.co.uk. The Board checks annually and can confirm that it believes that the members of the Committees have the appropriate skills and knowledge to carry out their roles.

In accordance with the articles of association, any Director who served three years is required to retire and seek election by shareholders at the next Annual General Meeting (AGM). This year, Mr Gilbert Jackson and Mr Michael Leaf will retire by rotation and seek re-election.

What we did in FY22/23
During the year, the Nomination Committee considered the skills and balance on the Board together with a resilience plan. Further, the Board considered a resilience plan that covered, immediate, short-term and long-term cover and succession planning. Resilience is a regular item on the Board agenda.

All Directors have access to independent professional advice if required and at the Company’s expense. This is in addition to the access that every Director has to the Company Secretary.

During the year, the Board had seven scheduled meetings and a number of unscheduled meetings. A summary of attendance is shown in the table below.

Scheduled Board meeting attendance

Directors Position (Attended/eligible to attend)
V Thakrar Chair 7/7
S Beechey Non-executive Director 7/7
K McInerney Non-executive Director 7/7
P Hooper Chief Executive Officer 7/7
S Dray Group Finance Director 7/7
G Jackson Executive Director 7/7
M Leaf Executive Director 7/7

Profiles of the Board members appear on pages 64 and 65 of this report and on our website (www.alumasc.co.uk/investors/board-directors). These profiles detail the high level and range of business experience which enables the Group to be managed effectively.

Our approach
The Board consists of three Independent Non-executive Directors (one of whom is Chair), along with the Chief Executive, Group Finance Director and two Executive Directors (each of whom is the Managing Director of a Division). This combination provides the Board as a whole with appropriate understanding of the Company’s business balanced by independent challenge/perspectives from the Non-executive Directors.

What we did in FY22/23
During the year, the Board carried out a review of the Directors’ skills and experience, covering a range of areas considered necessary for the Directors, as a group, to be able to provide appropriate leadership to the Company (see Principle 7).

The Board received briefings from relevant personnel in the business units to enhance its understanding of digital risks and opportunities, along with latest approaches to marketing and social media. These will continue going forward and the Board is also encouraging sharing of best practice across our divisions in these important areas.

Our approach
The Board regularly reviews and evaluates its performance, to understand how it can be more effective.

What we did in FY22/23
Following the evaluation in 2021/22, the Board held its meetings at different sites and engaged with colleagues across our different divisions. This enabled dialogue on the Board’s role as well as helping the Board to deepen its understanding of the business. Also, approaches to streamline internal governance (e.g. in relation to Health & Safety and environmental matters) were discussed to help share best practice and efficiencies.

Following the Board evaluation in 2022/23, which suggested that the Board’s performance is regarded as strong overall, the following areas for focus in 2023/24 have been identified which the Board will address:

  • Understanding alignment between our purpose and strategy across all our divisions, to help further develop our sustainability initiatives.
  • Achieving visibility on staff engagement processes and feedback across the different divisions, so the Board can support any enhancement to retain and develop our people.

Our approach
All personnel are asked to maintain appropriate standards and to comply with Health & Safety regulations and deal ethically with customers and suppliers. The Group has a robust compliance framework with policies that govern its activities in respect of zero tolerance towards modern slavery, anti-bribery, whistleblowing and data protection, non-facilitation of tax evasion, anti-fraud measures and supplier standards. The Company reviews compliance with these policies. Alumasc has a series of requirements for its suppliers, and these are reviewed by internal procurement professionals.

What we did in FY22/23
Our Chair and Chief Executive Officer lead on corporate culture and encourage the values embodied in the Code of Conduct. All employees are expected to maintain an appropriate standard of conduct in all business dealings and the Directors set the tone at the top. In the year additional policies were approved to underpin our ethical standards.

Any matters of concern can also be raised to the Chair or to the Chair of our Audit Committee, as appropriate, on a confidential basis. Posters advising about the SpeakUp Hotline are on the noticeboards at all of our sites.

Please see page 38 for more information on our culture and ethics.

Our approach
The Board is responsible for the overall governance of the Company. Its responsibilities include setting the strategic direction of the Company, ensuring there is appropriate leadership to put the strategy into action and to oversee the management of the business. Please see pages 66 and 67 for more information about our governance.

Before each Board meeting an agenda is prepared and circulated to the Directors, together with papers in good time before each meeting.

What we did in FY22/23
There were seven scheduled Board meetings in the financial year, and this was supplemented by non-scheduled meetings to discuss key matters. The Board and its Committees were considered to be effective during the year and considered regular agenda items as well as ad hoc ones reflecting developments in our business environment.

Our approach
We have a dedicated email address for use by current and/or potential investors (alumasc@camarco.co.uk). After the AGM, the Company announces the results of the voting, including details of the proxy votes cast or received. In addition, this information is available on our investor section of the website (www.alumasc.co.uk).

The Board also receives information on the views of shareholders from its financial PR advisers, brokers and Nominated adviser. Feedback from analysts, other advisers and investors is also reviewed.

Information on engaging with wider stakeholders is provided in the s.172 Statement on pages 52 to 55.

What we did in FY22/23
We communicated with our shareholders and analysts through: the Annual Report, the half-year announcements, the AGM and roadshows/meetings with investors and at analysts’ briefings, and via InvestorMeet.

On our website (www.alumasc.co.uk) the ‘Investors’ section is regularly updated.

Please see our s.172 statement on pages 52 to 55 for our engagement with other stakeholders.



Information last updated 26 September 2023