QCA CORPORATE GOVERNANCE CODE 2019
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Last updated on 24 March 2020
QCA CORPORATE GOVERNANCE CODE 2019
The role of the Chair is to manage the affairs of the company having regard to the QCA Corporate Governance Code, published by the Quoted Company Alliance. The Chair supports the principles underlying these requirements. During the period of the company being a cash shell, the board is continuing to manage the affairs of the company having regard to the QCA Code. However, given the simple nature of the company as a cash shell and the simplicity of its corporate systems during this period there will be no internal audit function and no board committees.
PRINCIPLE 1: STRATEGY AND BUSINESS MODEL
The company is an AIM Rule 15 cash shell. Thus, the Company is required to make one or more acquisitions that constitute a takeover under AIM Rule 14 or become an investing investing company as defined under the AIM Rules (which requires the raising of at least £6 million of new equity funding) on or before the date that falls six months from the date of the General Meeting. If these requirements are not met then the Company's Ordinary Shares would be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM of the Company's shares would be cancelled six months from the date of suspension should the reason for the suspension not be rectified.
Vintana plc's strategy is to deliver shareholder value through the acquisition of one or more companies and/or projects that are either cash flow generative or show significant potential for growth and a profitable exit
PRINCIPLE 2: UNDERSTANDING AND MEETING SHAREHOLDERS EXPECTATIONS
The company communicates with its shareholders primarily through regulatory announcements. These contain the contact details of the company's Chairman and its Nominated Adviser. Over the years the members of the board have had the opportunity to meet or talk directly to the shareholders that are not involved in the running of the business, including each of its largest shareholders (more than 70% of the company’s shares are held by and/or under the control of five individuals and one corporate shareholder).
The board is keen to understand the needs and expectations of its shareholders. Some of the company's larger shareholders have been investors in Vintana for a number of years and have regularly attended or sent a representative to the company's AGM and until very recently, one of the largest shareholders was a director if the company. They have the direct contact details of the Chair.
The AGM is the other way the company uses to talk to the shareholders about their expectations and maintain a good flow of communication. Where voting decisions are not in line with the Company’s expectations the Board intends to engage with those shareholders to understand and address any issues as appropriate.
The members of the board of the company are always available to talk to the shareholders. The board strongly believes in encouraging dialogue with its shareholders. The Chair and the rest of the board dedicate adequate time to make sure that communication is effective with existing and potential shareholders and other key stakeholders.
In addition, the Company maintains an email address on its website which may be used for enquiries. Any enquiries received via this email address are directed to an appropriate person, who will consider an appropriate response, although the Company may be required to exercise discretion as to how shareholder questions are answered.
PRINCIPLE 3: TAKING INTO ACCOUNT WIDER STAKEHOLDER AND SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS
The Board provides oversight and accountability as well as contact with key resources and relationships. The Board recognises fully the importance of engagement (and maintains such engagement) with the company’s stakeholders and that such engagement strengthens relationships and supports business decisions. In addition to the company’s shareholders, these stakeholders include the company’s professional advisors, auditors, regulators and industry bodies.
In its oversight of the company and its quest for one or more acquisition candidates, the board strives to adhere to the ISO26000 corporate social responsibility (CSR) standard.
PRINCIPLE 4: RISK MANAGEMENT
The main risks affecting the business are:
AIM Rule 15 deadlines: the company is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from 6 September 2019 or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which, the company's ordinary shares will be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.
Limited current funds: As an AIM Rule 15 cash shell, the company has no operating cash flow and is dependent on its current cash balances to meet its working capital requirements. It may be required to raise additional funds in order to complete a reverse takeover. Shareholders’ holdings of ordinary shares may be materially diluted in due course by any such equity issues.
Market conditions: Market conditions may have a negative impact on the company’s ability to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14. There is no guarantee that the company will be successful meeting the AIM Rule 15 deadline as described above.
Costs associated with potential acquisition or acquisitions: The company expects to incur certain third party costs associated with the sourcing of suitable acquisition. The company can give no assurance as to the level of such costs, and given that there can be no guarantee that negotiations to acquire any given target business will be successful, the greater the number of deals that do not reach completion, the greater the likely impact of such costs on the company’s performance, financial condition and business prospects.
Future financing: The company’s ability to raise further funds will depend on the success of acquired investments. The company may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and shareholders’ holdings of ordinary shares may be materially diluted in due course by subsequent equity issues.
These risks, are monitored on a regular basis by the board and are also considered in light of each potential acquisition that the board evaluates.
The board meets regularly to review both opportunities and threats to the business. Once a risk is identified, the board will assess it and ensure that the related control systems in place are effective.
PRINCIPLE 5: MAINTAINING A BALANCED AND WELL-FUNCTIONING BOARD
Vintana's board currently comprises two non-executive independent directors, Mike Neville (Non-Executive Chairman) and Samuel Malin (Non-Executive Director) who bring a diverse knowledge base and high-level awareness of their responsibilities as directors of a publicly-quoted company and the regulatory framework that applies to Vintana. Due to the need to identify one or more acquisitions the board meets regularly.
The Board has the up-to-date experience, skills and capabilities necessary to manage the company effectively, during the period of the company being a cash shell, as the company will have a simple balance sheet and no revenue generating operations during that period. Notwithstanding this, it is the intention of the directors to seek to appoint at least one additional director to the board as soon as practicable to support the Company’s search for a suitable reverse takeover candidate.
During the period of the company being a cash shell, the board is continuing to manage the affairs of the company having regard to the QCA Code. However, given the simple nature of the company as a cash shell and the simplicity of its corporate systems during this period there will be no internal audit function and no board committees. This is kept under review.
PRINCIPLE 6: EXPERIENCE AND SKILLS OF THE BOARD DIRECTORS
The board considers that it has the right breadth of skills and contacts to identify one or more suitable acquisition targets. The board understands its responsibilities and is able to deliver a clear strategy that is then communicated to the shareholders and other key stakeholders.
The key skills of each member of the board are set out below.
Mike Neville - Non-Executive Chairman and Independent Director
Mike Neville has extensive experience in the capital markets and is a director of a number of public and private companies. His background is in the telecoms, technology and media arena, where he has worked for the last 20 years specialising in strategy, mergers and acquisitions and turnaround situations. He has worked for companies such as Cable & Wireless and United Utilities, where he has been involved in large and small scale fundraising as well as numerous merger and acquisition transactions in various parts of the world.
Samuel Malin - Non-Executive Director
Samuel Malin is a professional engineer with over 30 years' international business experience and strong project management and project origination capabilities. Currently, he is Chairman of Frigate Exploration, Chief Executive Officer of Avana Resources, a Director of Global Li Ion Graphite Corp. and President of Burke’s Peerage. He founded Madagascar Oil, as CEO increasing the valuation of the company to over $1 billion and raising some $125 million. He also founded and was Chairman of Red Island Minerals (sold for total consideration approaching $100 million). Samuel has a strong communications and technology component to his background, having worked also for companies such as Dimension Data and DRI/Standard & Poor’s.
PRINCIPLE 7: EVALUATION OF THE PERFORMANCE OF THE BOARD
The directors consider that the size of the company does not justify the use of third parties to evaluate the performance of the board on an annual basis. Assessment of the Board as a unit and the individual Directors is done on an ongoing and ad-hoc basis and with reference to input from stakeholders to ensure that the contribution of the members of the board to the progress and success of the Company is effective. As noted above, the company does not have any committees; thus there are no procedures for the evaluation of the effectiveness of committees. Should the size of the company increase, the board will consider whether it is appropriate to put in place a formal evaluation processes.
Although there is no formal board or director evaluation system in place, the Board believes that the Independent Directors have remained independent throughout their office.
Board appointments are made after consultation with advisers. Detailed due diligence is carried out on all new potential board candidates.
PRINCIPLE 8: ETHICAL VALUES AND BEHAVIOURS
The board is fully aware of its responsibility for establishing high ethical standards of behaviour and corporate governance. As mentioned above the board operates in reference to ISO26000 and, both in its guidance of the company and its evaluation of acquisition candidates. It is fully recognisant and active in the application of its additional relevant responsibilities not explicitly mentioned under ISO 26000 including knowledge transfer, whistleblowing, modern slavery and equality and diversity in terms of race/ethnicity and sexual preference.
PRINCIPLE 9: MAINTAINING GOVERNANCE STRUCTURES AND PROCESSES
As explained above, no committees currently exist due to the current simple structure of the company as an AIM Rule 15 cash shell.
The main responsibility of the Non-Executive Chairman, Mike Neville, is to oversee the implementation and communication of the company's corporate governance model whilst leading an effective board and ensuring appropriate strategic focus and direction. Mike Neville is focused on the company's strategy, has a clear vision and acts in the manner that brings together the skills, qualities and experience of the other members of the board. He attends all the board meetings as well as the AGM during which he establishes a direct dialogue with the shareholders. Due to the nature of its shareholding structure, Mike Neville has been able to meet or communicate directly with the majority of the company's substantial shareholders over the years. This has ensured that a good flow of communication is maintained between the company and its shareholders. Any shareholder is invited to contact the Chair. Contact details are clearly indicated in the company's announcements and Annual Report. Mike Neville is also responsible for ensuring that the board agenda concentrates on the key issues, both operational and financial and, wither reference to the company’s current nature, to the search for one or more suitable acquisitions.
Given the size and the current nature of the company, the Board does not consider it necessary for the company to have a Chief Executive.
The non-executive director
Sam Malin, non-executive director, participates in all board level decisions, he possesses the critical skills that are essential to positively challenge the rest of the board and to listen in in equal measure. He has been through an induction process organised by the company's corporate adviser. Sam commits an appropriate amount of time to the company's affairs and supports the Chair in the search for and evaluation of one or more suitable acquisition candidates. Sam used the 2018 and 2019 AGMs to meet the company's shareholders present. Sam is available to meet and discuss any issues with the shareholders of the company.
From time to time and if he considers it necessary to support the discharge of his responsibilities as a director, he can call upon independent professional advice, at the company's expense.
PRINCIPLE 10: BUILDING TRUST
The company ensures that a good flow of communication exists between the board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions.
To further involve the shareholders, the company's Articles of Association include a clause stipulating that each director should step down every two years and be re-elected during the AGM.
The corporate website of the company, www.vintana.uk, plays an important role in insuring that the shareholders have all the information they should require.
The notices of AGM, the Annual and Interim reports since 2005 are available on the company's website, here.
From 2019 inclusive the company posts the results of the votes cast during each AGM on its corporate website.
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