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 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.

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Audit Committee Terms of Reference

Alumasc-Audit Committee Report-2019
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 Committee Terms of Reference
Alumasc-Directors’ Remuneration Report-2019
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.

Within certain parameters, the Executive Committee led by the Chief Executive Officer and the Group Finance Director is responsible for recommending the strategy of the Group to the Board. The strategic focus of the Group also reflects and takes into account views of key stakeholders; its shareholders, employees, members of its pension schemes, customers, suppliers and bankers. The Board reviews and discusses the recommendations and ideas of management and must approve the strategy before it can be implemented. The Executive Committee and the management teams of the Group’s divisions are then responsible for the implementation of the strategic plans 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. We aim as a business to extract the maximum value from our product sales, through efficient manufacture where this is managed in house or through our outsourced suppliers. We also look to protect our designs and products through patents and trademarks. Our products are then sold in the UK market place via a range of distribution channels.

Full disclosure of our business model and strategy can be found in the 2019 Annual Report on pages 2 to 27.

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. It is also useful to receive feedback from investors and analysts on our business as a way to gather information and ideas to help drive the business forward.

Dialogue with Shareholders

There are regular dialogues 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 have the opportunity to meet with the Non-executive Directors from time to time.

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.

Use of General Meetings

The Annual General Meeting (AGM) also 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. In addition, comments or questions from proxy voting services are considered and reviewed. At our AGM there is an opportunity for shareholders to attend or to appoint a proxy on their behalf.

Alumasc engages with employees through works forums and written updates to understand employee matters and points of view and this in turns helps us to make more informed business decisions. Alumasc takes its corporate and social responsibilities seriously. The strategy of a large part of the business includes focusing on managing the scarce resources of water and energy in the built environment. We also seek effective relationships with customers, suppliers and employees. Being in touch and having engagement with our stakeholders helps us drive change and reflect and act on these requirements.  For example, at Wade the manufacturing process for a component was changed to remove plastic waste and we have worked with customers to provide bespoke drainage solutions that enhance architectural designs.

Health & Safety

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 plc Board meetings. It is considered that embedding a health and safety culture is the responsibility of both management and all employees.

Our key responsibility is to keep all 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.

Further information about Health & Safety can be found on pages 18, 23 and 24 of the 2019 Annual Report.

People

Communication with employees can be through various methods from Company meetings and conferences to other forms of written and electronic communication, this also includes site visits from senior management and Directors.

In addition to Health & Safety, technical and compliance training we have courses for Supervisors and Managers.

Diversity

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.

The Environment

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

This year we have invested in plant, equipment tooling and new technology, both internally and externally. Many of the materials used in our products can be recycled.

Culture

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.

Customers

We are very customer focused and aim to work with customers to ensure we provide market leading products and services to meet their requirements. Alumasc seeks to innovate where possible to provide solutions for customers. We do seek to provide excellent service and we appreciate loyalty as good relationships are part of our long-term success. We also aim to provide outstanding customer service.

Suppliers

Alumasc’s suppliers are critical to help deliver long-term success. We have long-term relationships with our suppliers as we need to have assurance about the timeliness, quality and the reliable delivery of materials and products. As part of our supply chain our suppliers need to have aligned values, and in example support our statement on Modern Slavery and our Anti-Bribery Policy. In addition, we work with our suppliers to ensure that we respect the environment, and this year have made significant commitments 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 are connected with events in their local area and we seek to support local good causes. For example, we have supported charity fundraising events and we support community sports teams.

Further information on the support we provide is in the Corporate Social Responsibility Report on pages 24 to 27.

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; 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.

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. 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.

Role of the Board

The Board has overall responsibility for the Group’s approach to risk management. 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, and ensures that, the Company’s business activities comply with key standards policies such as the Data Protection, Anti-Bribery, Whistleblower and Share Dealing Policies and other policies. Key messages are delivered by staff training. There is a delegated authorities matrix in place for approval levels across the business and each trading division is aware of matters and powers that are reserved for Board approval.

A summary of the principal risks and uncertainties facing Alumasc, together with mitigating actions, are set out on pages 22 to 23 of the 2019 Annual Report which can be found on our website.

The Board consists of a Chairman, Chief Executive, Group Finance Director and four Non-executive Directors, three of which are independent. The Non-executive Directors who are not considered independent are Mr John McCall and Mr Jon Pither however, their depth of knowledge and experience of Alumasc is of exceptional value to the Board. During the year Stephen Beechey was appointed on 1 January 2019 and Mr Vijay Thakrar was appointed on 15 January 2019.

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 the Chairman 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 Chairman approves the Board agenda, in addition, the 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. In addition, the Board is provided with Health & Safety reports, management reports and data and analysis.

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.

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 believes that the members of those Committees have the appropriate skills and knowledge to carry out their functions.

a) Audit Committee

Information about the composition of the Audit Committee and its activities during the year is given in the Audit Committee Report on pages 38 to 41.

b) Remuneration Committee

The composition of the Remuneration Committee and its activities during the year is provided in the Directors’ Remuneration Report on pages 42 to 47.

c) Nominations Committee

The composition of the Nomination Committee and its activities during the year is provided on page 48.

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, one-third of the Directors retire by rotation each year and seek re-election at the AGM. The Non-executive Directors who were appointed during the year, Mr Stephen Beechey and Mr Vijay Thakrar are required to offer themselves for election at the forthcoming AGM. The Directors required to retire are those who have served 3 years since their previous re-election or where appointed during the year. Accordingly Mr Stephen Beechey and Mr Vijay Thakrar are standing for election and Mr Paul Hooper, Mr Jon Pither and Mr John McCall are standing for re-election.

Profiles of the Board members appear on pages 28 and 29 of the 2019 report.  These indicate the high level and range of business experience which enables the Group to be managed effectively.

The Board meets at least seven times a year and more frequently where business needs require. Two of these meetings are focused upon strategic matters. 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 is on the Group’s website www.alumasc.co.uk.

All Directors have access to independent professional advice if required at the Company’s expense. This is in additional 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 35 of the 2019 Annual Report which can be found on our website.

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.

When considering appointing new Non-executive Directors to the Board the Nomination Committee considers relevant matters including the experience and skills needed together with the diversity of its composition.  During the year, Alumasc has refreshed its Board with the appointment of two new Non-executive Directors and it keeps its membership under regular review.

The Board considers that the Directors bring a senior and significant level of judgement 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 and refreshed. Site visits are also arranged for Non-executive Directors as needed.

The Directors received briefings from the NOMAD and from other advisers as needed to enable them to fulfil their duties (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.

Role of the Chairman

The main role of the Chairman is to oversee the Board and the Company’s Governance Structures. He 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 outline for the evaluation complied with the QCA Code. The Company conducts an annual performance review of the Board using one-to-one interviews with Board members in line with the QCA Code: the results of the interviews are then discussed with the Board.

Overall Board composition is reviewed annually by the Chairman and the Nominations Committee to determine whether any changes should be recommended. Two new independent Non-executive Directors have been appointed since 1 January 2019 with one Non-executive Director retiring during the same period. A new Company Secretary was appointed in November 2018.

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

The review concluded that the Alumasc Board was effective and it comprised experienced individuals. Recommendations made were considered and acted on, including considering the appointment of additional Directors.

Our Chairman, Chief Executive Officer and Group Finance Director lead on corporate culture and encourage the values of trust, honesty and integrity. 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 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.

Alumasc Group employees are asked to maintain appropriate behaviours and to have a strong compliance with Health & Safety regulations. The Group has policies that govern its activities in respect of Modern Slavery, Anti-Bribery, Whistleblowing, Data Protection and 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 of our Audit Committee, as appropriate.

The Board meets seven times per year in accordance with its calendar of scheduled meetings. Before each Board meeting an agenda is prepared and circulated with appropriate information received by the Directors in advance.

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 on strategy. In addition, the Board considers budgets, annual and interim results, dividend policies, contract approval, large Capital Expenditure requests, acquisitions and senior appointments.

The Chairman and 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 judgement 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. The reports for these Committees can be found on paged 38 to 48. The terms of reference for the Committees are 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 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.

The Company maintains a dedicated email address for use by current 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, information is available on the investor section of our website.

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, and discussions held to enable alignment between the way in which the Group is led and shareholder views.



Information last updated 24 September 2019