The information in this section is disclosed pursuant to AIM Rule 26; it was last updated on 4th April 2018.
A ‘Company profile’ together with further information about the Group is set out in the ‘About LPA’ section of the web-site.
The present directors of the Company are Michael Rusch (Non-Executive Chairman), Peter Pollock (Chief Executive), Chris Buckenham (Chief Financial Officer) and Len Porter (Non-Executive Director). Biographical details of ‘The Board’ are included in the ‘About LPA’ section of the web-site.
Details of the operation of the Board and its Committees are set out in the Governance section below.
Company registration number
Country of incorporation and main place of operation
England and Wales
Light & Power House
Essex CB11 3AQ
Cairn Financial Advisers LLP
Barclays Bank plc
WH Ireland Limited
11 St James’s Square
Link Asset Services
65 Gresham Street
Grant Thornton UK LLP
101 Cambridge Science Park
Eversheds Sutherland (International) LLP
115 Colmore Row
We do not comply with the UK Corporate Governance Code however the Board is committed to high standards of corporate governance and takes the Code seriously. The Board also places importance on the guidelines issued by the Quoted Companies Alliance for AIM Companies. There are areas where the Company is not in compliance with the UK Corporate Governance Code, particularly in relation to the number and independence of non-executive directors, but the Board considers its present composition, and that of its standing committees, to be appropriate to its circumstances. The Board is committed to reviewing consistencies with the Code regularly. Our governance procedures are detailed below.
LPA Group Plc is subject to the UK City Code on Takeovers and Mergers.
Board composition and responsibility
The Board comprises two non-executive directors, including the Chairman, and two executive directors.
There is a clear division of responsibility between the non-executive Chairman and the Chief Executive.
Of the non-executive directors Len Porter is regarded as independent; Michael Rusch was an executive director before he became non-executive Chairman in June 2000. The non-executive directors are from varied backgrounds and bring with them a range of skills and experience in commerce and industry.
The Board meets at least six times during the year, with additional meetings being convened as necessary. The principal responsibilities of the Board are to agree overall strategy and investment policy, to approve the annual budget, to monitor the performance of the senior management, and to ensure that there are proper internal financial controls in place. There is a formal schedule of matters reserved for Board approval. The nature and size of the Group ensures that the Board considers all major decisions.
Directors are subject to election by shareholders at the first opportunity after their appointment, and to re-election thereafter at intervals of no more than three years.
All directors have access to the advice and services of the company secretary, who is also responsible for ensuring that Board procedures are followed. There is also a procedure in place for any director to take independent professional advice if necessary, at the Company’s expense.
The Board has two standing committees, the Audit Committee and the Remuneration Committee. These comprise the Board’s non-executive directors, Len Porter (who is Chairman of both) and Michael Rusch.
The Audit Committee has written terms of reference and meets at least twice a year. It is responsible for reviewing a range of financial matters including the interim and final accounts, monitoring the controls which ensure the integrity of the financial information reported to the shareholders, making recommendations to the Board in relation to the appointment of the external auditor, and approving the remuneration and terms of reference for the external auditor. It also meets with the external auditor who attends its meetings when required.
The Remuneration Committee meets at least twice a year and its principal function is to determine executive remuneration policy on behalf of the Board. In addition the committee is responsible for supervising the various share option schemes and for the granting of options under them.
The Board has overall responsibility for the Group’s system of internal control, which is designed to provide reasonable but not absolute assurance against material misstatement or loss.
The Board has assigned day-to-day responsibility for the continuous review of risk management to the executive directors. The Board receives regular updates on risk issues and reviews the effectiveness of the Group’s systems of internal controls in relation to financial, operational and compliance controls and risk management. Risk management is discussed formally at each Board meeting.
In addition the Board reviewed the requirement for an internal audit function and having regard to the size of the Group, the costs of such a function versus the likely benefit, sufficient assurance as to the functioning of the system of internal control, and that the circumstances confronting the Group remain unchanged, considered there was no such requirement at this time.
In relation to business risk a continuous process of risk assessment and reporting has been adopted. Executive directors report regularly to the Board on major business risks faced by individual operating units and by the Group and how it is proposed that those risks be managed. Through this, business risks are assessed according to their nature and urgency and the Board considers what would be an appropriate response.
The Board has defined a formal schedule of matters specifically reserved for decision by it and the delegated authorities of its committees and the executive directors.
The Group has a clear organisation structure and reporting framework. Whilst the management of operating units exercise autonomy in the day-to-day running of their businesses, given the size of the Group, the executive directors remain close to the decisions made at each operating unit.
The Group has a system of budgeting, forecasting and reporting which enables the Board to set objectives and monitor performance. A budget is prepared annually, which includes projections for the next two years, for review by the Board. Forecasts are updated twice annually. The Group’s performance against budget and forecast is continuously monitored by the executive directors, and by the Board at least quarterly.
The Group operates an investment approval process. Board approval is required for all acquisitions and divestments.
The Board regards the annual general meeting as an important opportunity to meet and communicate with shareholders in general and private investors in particular. Directors make themselves available to shareholders both before and after the annual general meeting and on an ad hoc basis during the year subject to normal disclosure rules. In addition to the annual report, the Company also issues an interim report to shareholders and has its own website at www.lpa-group.com.