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

Alumasc Audit Committee Report 2021

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 Chairman’s and Executive Directors’ remuneration. The remuneration of the Non-executive Directors is determined by the Chairman and the Executive Directors.

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Remuneration Committee Terms of Reference

Alumasc Directors’ Remuneration Report 2021

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

Statement from the Chairman of the Nomination Committee

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, the Executive Directors and Executive Committee members are responsible for recommending to the Board the strategy of the Group. The strategic focus of the Group also reflects and takes into account views of the Group’s key stakeholders: its shareholders; employees; members of its pensions schemes; customers; suppliers; and bankers. The Board reviews and discusses the recommendations and ideas of management and approves the strategic approach pre-implementation. In the year we reviewed our strategic alignment with green products and considered how Alumasc could deliver organic and non-organic growth.  Longer-term considerations were discussed to accelerate growth.  The Executive Committee and the management teams of the Group’s divisions are then responsible for the implementation of strategic plans and to provide management of the business on a day-to-day basis.

Further details of the Company’s business model and strategy can be found in the 2021 Annual Report on pages 4 to 5.

Alumasc has regular dialogue with existing and potential investors. Meetings are organised at least twice a year providing management with a forum to explain the business and our opportunities to investors.  Before the Covid-19 pandemic there were also site visits for investors, and the business intends to reintroduce this once lockdown restrictions have ended and concerns over Covid-19 have gone.  Alumasc is interested in feedback from investors and analysts on our business as a way to help drive change and to move the business forward.  During the financial year we had an increased level of contact with existing shareholders via Zoom and Teams calls as a result of the pandemic.  In addition, we answered questionnaires in connection with the Group’s ESG programme for a number of our shareholders.

Dialogue with Shareholders

There is regular dialogue with individual institutional shareholders, in addition to general presentations after the announcement of results at Year-end and Half-year. Regular updates on meetings and communications with major shareholders are received by the Board, which meets with the Non-executive Directors via Zoom or Teams calls periodically, and at our forthcoming AGM.  Reports and information about shareholders are provided to the Board.

Shareholders have direct access to the Group via its website and can review corporate data on the site. Additionally, the Group responds to individual enquiries from shareholders on issues raised.

Use of the Annual General Meeting

The Annual General Meeting (AGM) provides an opportunity for shareholders to meet with the Chairman and Committee Chairs and Directors and to ask questions.  The Board is available at the AGM to answer questions.  Comments or questions from proxy voting services are considered and reviewed. Due to the pandemic, the 2020 AGM was held as a closed meeting with dial-in facility.  There was an opportunity for shareholders to ask questions in advance via a link on our website.

Our 2021 Annual General Meeting will be in Burton Latimer and all site Covid-19 security measures will need to be followed.  A dial-in number will be made available on our website.

We recognise the importance of balancing the interest of our key stakeholders: employees; customers; investors; our suppliers; and the communities in which we operate.  Engagement with our stakeholders makes us a stronger business.  Corporate and social responsibilities are taken seriously and Alumasc is aware of its role and the need to build strong relationships across a range of stakeholder groups.  Protecting employees’ Health & Safety is a number one priority and Alumasc takes its responsibilities very seriously.

Further information about our approach to Health & Safety can be found on pages 18, 36, 43 and 46 of our Annual Report & Accounts 2021.

Health & Safety

Our Group Health & Safety policies make this a key priority and Health & Safety is always the first agenda item for all subsidiary and plc board meetings. Embedding a health & safety culture and aiming for zero harm is the responsibility of both management and all employees.

Our overriding responsibility is to keep all the people we interact with safe from harm. Alumasc and its subsidiaries comply with Health & Safety legislation, and we have active involvement of all staff with continuous improvement.  During the year alongside our normal Health & Safety training, rigorous controls were introduced to protect the workforce from Covid-19.

People

Our employees are essential to our business, and we have adapted our methods of communication to ensure we keep in contact with people who are working from home as well as those based in manufacturing locations.  We use meetings, conference calls via Teams as well as socially distanced communications to be in touch with employees, customers, suppliers and other stakeholders.

Alumasc engages with staff via workplace groups/forums electronically using Teams and via small traditional socially distanced groups and by providing written updates to understand employee matters.  This in turn helps us to make more informed business decisions.  Alumasc takes very seriously its corporate and social responsibilities.  During Covid-19 we stayed in touch with our staff; some employees in one division were part of a WhatsApp group and employees also made sure they were in contact with those who lived on their own.

Our training programme includes Health & Safety; and technical and compliance skills to reflect softer business skills requirements including Supervisor and Management training. Online training is provided to employees, and we are using interactive audio-visual courses to provide information, where possible.

Diversity

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

The Environment

The majority of our products help to manage scarce resources of energy and water in the built environment. We sell products primarily made of metal and support materials that can be re-used.

Many of the materials used in our products can be recycled and a high proportion of the plastic used is sourced from recycled materials.

Culture

All employees are expected to operate openly, honestly and ethically. We have relationships of trust and reliability with our customers and suppliers. Compliance is an important part of our culture, as evidenced by our approach to Health & Safety.  Our expectations are explained to staff on their inductions and via our Employee Handbook.

Customers

We also aim to provide outstanding customer service and are customer-centric in all our processes.  Our aim is to ensure that we provide market-leading products and services to meet customer requirements.  Alumasc seeks to innovate where possible to provide solutions for customers. We seek to provide excellent service and good relationships are part of our long-term success.

Suppliers

We have long-term relationships with our suppliers as we need assured timeliness, quality and reliable delivery of materials and products. As part of our supply chain our suppliers need to have shared and aligned values; for example, we ask suppliers to support our statement to confirm they comply with our Anti-Modern Slavery and Human Trafficking and our Anti-bribery Policies. We are working with our suppliers to ensure that they respect the environment and reduce carbon, and in 2020 and 2021 they have made further significant investments to ensure that the methods of manufacture used reduce particulates and are environmentally friendly.

Communities

We seek to be close to the communities where we operate and to be supportive neighbours. Operating divisions connect locally and nationally and hold events for good causes. For example, in Burton Latimer, we have supported Kettering Town Football Club (see page 39) and our Housebuilding Products division is supporting Hull 4 Heroes (see page 37).

Additional information on the support provided is in the ESG Journey section on pages 28 to 40.

The Board recognises that it is responsible for deciding on the nature and extent of any risk the Group decides to take in achieving its strategic objectives and the Board maintains a robust risk register, management and internal controls system to support this.  The Board reviews and considers its risk appetite on an annual basis.  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. The Board sees the discussion of principal risks as critical for our business.  Our risk management approach is outlined on pages 62 to 63.

Monitoring Risks

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. 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, together with risk mitigation initiatives and their effectiveness.

Role of the Board

The Board maintains overall responsibility for the Group’s approach to risk management; however, it has 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 Chairman and the Board.

Controls

The Board is responsible for ensuring that the Company’s business activities comply with key policies, for example, the data protection, document retention, the Anti-bribery, Whistleblowing and Share Dealing Policies.  The key messages in the Group’s policies are delivered by staff training.  A delegated authorities matrix is in place for approval levels across the business. Each trading division is aware of matters and powers that are reserved for Board approval and the relevant financial levels that require approval.

A summary of the principal risks and uncertainties facing Alumasc, together with mitigating actions, are set out on pages 46 to 48.

Board Composition

The Board consists of a Chairman, Chief Executive, three Executive Directors, and three Non-executive Directors (including the Chairman), who are independent.  The Board has four Executive Directors: Mr Paul Hooper, the Chief Executive, Simon Dray, the Group Finance Director (appointed 1 March 2021) and two additional Executive Directors, Mr Michael Leaf and Mr Gilbert Jackson.

Clear separation of roles between the Chairman and the Chief Executive Officer is in place. The Chairman takes responsibility for the running of the Board; no individual or group dominates the Board’s decision-making, and the Chairman ensures that the Non-executive Directors are properly briefed on all key matters. The Chairman has overall responsibility for corporate governance matters and he chairs the Nomination Committee.

Board agendas are approved by the Chairman.  Directors are provided with regular, timely information on the financial performance of the divisions within the Group, and on the business.  The Chairman facilitates the meetings and ensures there is time for each Director to contribute and that no one individual dominates a meeting. Directors contribute their independent judgement and experience to challenge and explore all matters, whether strategic or operational. The Board is provided with Health & Safety reports, finance and management reports and other information on a regular basis.

The Chief Executive Officer has responsibility 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 Chairman 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, Committee or shareholder meetings.

The Board is satisfied that it has balance between independence and knowledge of the Group, to enable the Board to discharge its function, duties and responsibilities.

Board Committees

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.  Terms of reference for each Committee are available on our website 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.

a) Audit Committee

Information about the composition of the Audit Committee and its activities during the year can be found in the Audit Committee Report on pages 60 to 63.

b) Remuneration Committee

The Remuneration Committee Report is on pages 64 to 71.

c) Nomination Committee

Information about the Nomination Committee can be found on page 72.

In accordance with the Articles of Association, any Director appointed during the year is required to retire and seek election by shareholders at the next annual general meeting (AGM) following their appointment. Additionally, the Directors are expected to seek re-appointment after serving three years in office as a Director and to retire by rotation each year and seek re-election at the AGM. The Executive Director who was appointed during the year, Mr Simon Dray, is required to offer himself for election at the forthcoming AGM. The Directors required to retire are those who have served three years since their previous re-election or were appointed during the year.  Mr Simon Dray is standing for election.

The Board meets at least seven times a year and more frequently where business needs require; for example, during the Covid-19 pandemic there were weekly Teams calls and as the businesses re-opened, this was reduced accordingly. The Board has a Schedule of Matters reserved for its decisions, including appointments to the Board, material capital commitments, commencing or settling major litigation, business acquisitions and disposals and monitoring the effectiveness of the Group’s risk management processes. The full Schedule of Matters Reserved for the Board can be found on our website www.alumasc.co.uk.

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. The Company Secretary is charged by the Board with ensuring that Board procedures are followed.

Scheduled Board and Committee meeting attendance is found on page 57 of the 2021 Annual Report which can be found on our website.

Directors unable to attend a meeting were able to feedback any comments they may have on the papers to the Chair and other Directors, and they are advised of any decisions taken during the meeting.

Profiles of the Board members appear on pages 50 and 51 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.

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 of experience to support Alumasc’s strategy.

When considering appointing new Non-executive Directors to the Board, the Nomination Committee will consider relevant matters including the range of experience and the skills needed and the diversity of its composition.  During the year, Alumasc has refreshed its Board with the appointment of one new Executive Director, and it keeps its membership under review.

The Board considers that the Directors bring a senior and significant level of judgment and experience that are important for the evaluation of the operations (including key appointments) and standards of conduct.  All Directors are given access to the Group’s operations and personnel as and when required.

The Board ensures that the Directors’ knowledge of Alumasc and its business is kept up-to-date. Site visits are also arranged for Non-executive Directors.

The Directors received briefings from the Nomad and from other advisers as needed to enable them to fulfil their duties (for example, the auditor). 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.

Role of the Chairman

The main role of the Chairman is to oversee the Board and the Company’s governance structures.  The post holder is also responsible for ensuring that the Company maintains an appropriate level of dialogue with its shareholders.

Chief Executive Officer

The role of the Chief Executive Officer is to oversee the day-to-day running of the business and the operational management of the Group’s businesses.

An evaluation of the performance and effectiveness of the Board, its Committees and individual Directors was carried out during the year. The Board considers its own effectiveness and if it has the right skills to meet the needs of the business.  The Chairman is regularly in touch with members of the Board to consider such matters.  The outline for the evaluation complied with the QCA Code. The Company normally conducts an annual performance review of the Board using one-to-one interviews with Board members in line with the QCA Code, however due to Covid-19, consultation was either by telephone or via Microsoft Teams. The results of evaluation are then discussed, and the Board considers and implements actions and recommendations.

Overall Board composition is reviewed annually by the Chairman and the Nomination Committee to determine whether any changes are recommended. During the year, Simon Dray, the Group Finance Officer, was appointed as a Director on 1 March 2021.

The areas discussed related to strategy, succession planning, risk and employee management and development.

The Board evaluation was conducted by the Chairman using one to one telephone calls, video conferencing (via Microsoft Teams) and/or face to face meetings.  A report on the evaluation had been provided to the Board for discussion.  The review concluded that there was an opportunity to slightly adjust the format of some meetings to allow additional time to discuss strategy, opportunities, and people.  Good insights and positive feedback had been received.  Comments received concluded that the Board is comprised of experienced individuals and noted that everyone had contributed to the discussions and decision-making during the year.

Our Chairman and Chief Executive Officer lead on corporate culture and encourage the values of trust, honesty and integrity.  All employees are expected to maintain an appropriate standard of conduct in all business dealings and the Directors set the tone at the top.

The Board 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 to protect employees.  Employees are require to deal ethically with customers and suppliers.  A number of our businesses have employee forums for matters to be raised.

Alumasc Group employees are asked to maintain appropriate standards and to comply with Health & Safety regulations.  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 and Supplier standards.  The Company reviews compliance with these policies.  Alumasc has a series of requirements for its suppliers and these are reviewed from time to time by internal procurement professionals.

Any matters of concern can also be raised to the Chairman or to the Chair of our Audit Committee, as appropriate.

There are seven scheduled Board meetings each year. Before each Board meeting an agenda is prepared and circulated to the Directors, together with papers in good time before each meeting.

The Board is responsible for the long-term success of the Company; there is a formal Schedule of Matters Reserved for the Board and this includes discussions about the overall Group long-term strategy. The Board also considers annual budgets, annual and interim results, dividend policies, contract approval, large capital expenditure requests, long-term contracts, trading announcements, acquisitions and senior appointments.  Governance for Alumasc goes beyond basic compliance, and it has effective governance and transparent decision-making, that link to Group strategy.

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 Group 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 judgment to decision-making at the Board. The Chairman has responsibility for 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.

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.

The Board is supported by the Audit, Remuneration and Nomination Committees and the reports for these Committees can be found on paged 60 to 72.  The terms of reference for the Committees can also be found on our website www.alumasc.co.uk.

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.

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 any further action is required.

The Company maintains 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 the investor section of our website (www.alumasc.co.uk).

The Board also receives information on the views of shareholders from its brokers and Nomad. Feedback from analysts, other advisers and investors are also reviewed. Discussions are held to enable, where needed, closer alignment between the way in which the Group is led and shareholder views.

Additional information is provided in the s.172 Statement on pages 42 to 44.



Information last updated 21 October 2021