STATEMENT OF COMPLIANCE WITH THE 2018 QCA CORPORATE GOVERNANCE CODE
As Chairman of GYG plc, I am responsible for leading the Board so as to ensure that the Group has in place the strategy, people, structure and culture to deliver value to shareholders and other stakeholders of the Group as a whole over the medium to long term.
High standards of corporate governance are a key priority for the Board of GYG plc and, in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, the Board has adopted the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the Group’s governance framework. The Company complies with the QCA Code in so far as is practical given the size of the Company and nature of its operations.
It is the responsibility of the Board to ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders, with effective and efficient decision-making. Corporate governance is an important aspect of this, reducing risk and adding value to our business. The QCA Code has proved to be a useful guide to assist me and the Board of GYG plc in articulating how we approach and apply good corporate governance.
The QCA Code contains ten principles, in three broad categories, and set out below is the Group’s application of the QCA Code, including, where appropriate, cross references to our most recent annual report and to other sections of this website.
1. Establish a strategy and business model which promote long-term value for shareholders
GYG plc has a long-established reputation in European marine supply and the global superyacht Refit segment and now seeks to grow its market share in New Build by developing long term relationships with leading New Build shipyards across Europe and enhancing its international footprint in the Refit sector.
The Board has established a strategy and business model which seek to promote long-term value for shareholders and has identified the following key areas of operation to focus on improving on the Group’s performance going forwards:
- leverage market leading position across all segments;
- enter into new agreements with shipyards to create long term trading partnerships;
- generate further operational efficiencies and synergies;
- expanding the marine supply offering; and
- acquisition-led growth where and when appropriate to expand the business model.
A fuller explanation of how the strategy and business model are executed is set out in the 2018 Annual Report
2. Seek to understand and meet shareholder needs and expectations
The Company recognises the importance of engaging with its shareholders and reports formally to them when its full-year and half-year results are published. At the same time, Executive Directors present the results to institutional investors, analysts and the media. The Non-Executive Directors are available to discuss any matter stakeholders might wish to raise, and the Chairman and the other independent Non-Executive Director attend meetings with investors and analysts as required.
At every Board meeting, the Chief Executive Officer provides a summary of the content of any engagement the Executive Directors have had with investors to ensure that major shareholders’ views are communicated to the Board as a whole. The Board is also provided with brokers’ and analysts’ reports when published. This process enables the Chairman and the other Non-Executive Director to be kept informed of major shareholders’ opinions on strategy and governance, and for them to understand any issues or concerns.
Shareholders are encouraged to attend the annual general meeting at which the Group’s activities and results are considered, and questions answered by the Directors. General information about the Group, including an overview of its activities, is available on this website. All recent Company announcements are available here.
The Non-Executive Directors have recently commissioned an independent Perception Audit of key shareholders’ views and concerns. The Company also receives occasional feedback direct from investors. The Directors take all feedback very seriously, and shareholders’ views and concerns are carefully considered by the Board, with appropriate action being taken where necessary.
The Company maintains a dedicated email address and telephone number which investors may use to contact the Company which, together with the Company’s address, are displayed here. Investors may also make contact requests through the Company’s Nominated Advisor, Zeus Capital Limited.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to its shareholders, the Company believes its main stakeholder groups are its employees, clients, suppliers and relevant Statutory Authorities in its areas of operation.
The Group recognises the increasing importance of corporate social responsibility and endeavours to take it into account when operating its business in the interests of its stakeholders, including its investors, employees, customers, suppliers, business partners and the communities where it conducts its activities.
The Group believes that having empowered and responsible employees who display sound judgment and awareness of the consequences of their decisions or actions, and who act in an ethical and responsible way, is key to the success of the business.
The operation of a profitable business is a priority and that means investing for growth as well as providing returns to its shareholders. To achieve this, the Group recognises that it needs to operate in a sustainable manner and therefore has adopted core principles to its business operations which provide a framework for both managing risk and maintaining its position as a good ‘corporate citizen’, and also facilitate the setting of goals to achieve continuous improvement.
The Group aims to conduct its business with integrity, respecting the different cultures and the dignity and rights of individuals in the countries where it operates. The Group supports the UN Universal Declaration of Human Rights and recognises the obligation to promote universal respect for and observance of human rights and fundamental freedoms for all, without distinction as to race, religion, gender, language or disability.
The Group has the aim that communities in which it operates should benefit directly from its presence through the wealth and jobs created, and the investment of its time and money in the community. The Group organises an annual charity golf tournament, known as “The Pinmar Golf”, which has now been running for 29 years. The funds raised are distributed through The Pinmar Golf Charity Fund mainly to smaller local charities, and often to those organisations providing support to children. Donations are also made to industry-related causes such as marine conservation and, most recently, in respect of hurricane relief in the Caribbean. Further details of The Pinmar Golf event may be found at https://pinmargolf.es/charities.html.
Feedback from employees is received from employee representatives who meet with management on a regular basis to discuss business-related issues. As a result, the Group has planned additional training in a number of areas for its employees, and additional capital expenditure on certain items of equipment has been made.
The Group encourages feedback from its customers through engagement with individual customers and relevant advisors throughout a project. As a result, our quotes now include a schedule which clarifies the inclusions and exclusions of our scope of work so that the client has a clear understanding of the agreed services.
The Group’s approach to health and safety and environmental matters is set out in the 2018 Annual Report.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group’s internal control systems and for monitoring their effectiveness. The Board, with the assistance of the Audit Committee, maintains a system of internal controls to safeguard shareholders’ investment and the Group’s assets, and has established a continuous process for identifying, evaluating and managing the significant risks the Group faces.
Further details of the principal risks and how they are mitigated are contained in the 2018 Annual Report. The Company’s internal control and risk management process is also contained in the 2018 Annual Report.
Maintain A Dynamic Management Framework
5. Maintain the Board as a well-functioning, balanced team led by the chair
The Chairman, Stephen Murphy, is responsible for leadership of the Board, ensuring its effectiveness in all aspects of its role. A fuller explanation on the composition of the Board and how it discharges its duties is set out in the 2018 Annual Report.
Further details of the time commitment required from the Directors and the Directors’ attendance records for the year ended 31 December 2018 at Board and Committee meetings are also set out in the 2018 Annual Report.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board currently comprises three Executive and two Non-Executive Directors with an appropriate balance of sector, financial and public market skills and experience to deliver the Group’s strategy for the benefit of shareholders over the medium to long term. The balance of skills and experience of the Board is set out in their biographical details and also in the 2018 Annual Report.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board is mindful that it needs to continually monitor and identify ways in which it might improve its performance and recognises that board evaluation is a useful tool for enhancing a board’s effectiveness. Alongside the formal annual evaluation, the Chairman routinely assesses the performance of the Board and its members and discusses any problems or shortcomings (if any) with the relevant Directors.
A fuller explanation of the performance evaluation process and the criteria against which Board, Committee and individual effectiveness is considered, is contained in the 2018 Annual Report.
The Board performance evaluation process undertaken in 2018, together with a summary of the results and recommendations, is set out in the 2018 Annual Report.
The Nomination Committee is responsible for succession planning of the executive leadership team and for the appointment and re-appointment of any Non-Executive Directors if and when necessary. Further details of the Company’s approach to succession planning are set out in the 2018 Annual Report.
8. Promote a corporate culture that is based on ethical values and behaviours
The Group adopts a policy of equal opportunities in the recruitment and engagement of staff as well as during the course of their employment. It endeavours to promote the best use of its human resources on the basis of individual skills and experience matched against those required for the work to be performed.
The Group recognises the importance of investing in its employees and, as such, the Group provides opportunities for training and personal development and encourages the involvement of employees in the planning and direction of their work. These values are applied regardless of age, race, religion, gender, sexual orientation or disability.
The Group believes that it has robust policies and procedures for combating bribery and corruption. A copy of the Group’s Anti Bribery Policy can be found here.
The Group recognises that commercial success depends on the full commitment of all its employees and commits to respecting their human rights, to provide them with favourable working conditions that are free from unnecessary risk and to maintain fair and competitive terms and conditions of service at all times. The performance and reward system endorses the desired ethical behaviours across all levels of the Group.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Chairman, Stephen Murphy, is responsible for leadership of the Board, ensuring its effectiveness, setting its agenda and ensuring that the Directors receive accurate, timely and clear information. The Chairman also ensures effective communication with shareholders and facilitates the effective contribution of the other Non-Executive Director. Remy Millott, as Chief Executive Officer, is responsible for the operational management of the Group and the implementation of Board strategy and policy. By dividing responsibilities in this way, no one individual has unfettered powers of decision-making.
There is a formal schedule of matters reserved for decision by the Board in place which enables the Board to provide leadership and ensure effectiveness, a copy of which can be found here. Such matters include business strategy and management, financial reporting (including the approval of the annual budget), Group policies, corporate governance matters, major capital expenditure projects, materials acquisitions and divestments and the establishment and monitoring of internal controls.
The appropriateness of the Board’s composition and corporate governance structures are reviewed through the ongoing Board evaluation process and on an ad hoc basis by the Chairman together with the other Directors, and these will evolve in parallel with the Group’s objectives, strategy and business model as the Group develops.
The Board has established Audit, Nomination and Remuneration Committees and the Company Secretary acts as secretary to each of the three Committees.
The Audit Committee has Richard King as chairman, and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on, and for reviewing reports from the Group’s Auditor relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of shareholders. The Audit Committee meets at least twice a year. Stephen Murphy is the other member of the Audit Committee. A report on the duties of the Audit Committee and how it discharges its responsibilities is provided in the 2018 Annual Report.
The Remuneration Committee has Stephen Murphy as chairman, and reviews the performance of the Executive Directors, and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of shareholders. The Remuneration Committee meets at least twice a year. Richard King is the other member of the Remuneration Committee. The Directors’ Remuneration Report and details of the activities and responsibilities of the Remuneration Committee are set out in the 2018 Annual Report.
The Nomination Committee has Stephen Murphy as chairman, and identifies and nominates, for the approval of the Board, candidates to fill board vacancies as and when they arise. The Nomination Committee meets at least once a year. Richard King is the other member of the Nomination Committee. Details of the activities and responsibilities of the Nomination Committee are set out in the 2018 Annual Report.
The terms of reference of each Committee can be downloaded below:
10. Communicate how the Company is governed and is performing
The Board has established a Nomination Committee, an Audit Committee and a Remuneration Committee. The work of each of the Board Committees undertaken during the year ended 31 December 2018 is detailed 2018 Annual Report.
The results of the proxy votes received in relation to the 2018 AGM are available here. No resolutions had a significant proportion (>20%) of votes cast against them at that meeting.
The Board maintains a healthy dialogue with all of its stakeholders. Throughout the course of the financial year the Board communicates with shareholders directly and also uses an external service provider to canvass shareholders on any views, concerns and expectations they may wish to express indirectly.
Last Reviewed: 4 April 2019
Share Dealing Code
The Group believes that it has robust policies and procedures for combating bribery and corruption. Please click on the link below to view the Group’s Anti-Bribery Policy: