The information in this section is disclosed pursuant to AIM Rule 26; it was last updated on 1st October 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 Peter Pollock (Chairman), Paul Curtis (Chief Operating Officer), Chris Buckenham (Chief Financial Officer), Len Porter (Senior Non-Executive Director) and Michael Rusch (President and 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
Cairn Financial Advisers LLP
Barclays Bank plc
WH Ireland Limited
Link Asset Services
Grant Thornton UK LLP
Eversheds Sutherland (International) LLP
Corporate Governance Compliance
Despite being a micro-cap company with large founder family shareholders, the Group has consistently applied high standards of Corporate Governance for a number of years. Following changes to the AIM Rules on 30th March 2018, which requires AIM listed companies to apply a recognised Corporate Governance Code from 28th September 2018, the Group has decided to adopt and comply as far as is practicable with the Quoted Company Alliance’s Corporate Governance Code (The Code) and where we fall short of full compliance, we shall explain what is required to achieve full compliance.
The Code comprises ten Principles, which are listed below together with a statement of the Group’s current position and where this deviates from the code an element of a Road Map to full compliance. In addition, the Group intends to adopt a ‘Guiding Light’ principle, which will be included in the Annual Report for 2018 to be published in early 2019.
Establish a strategy and business model which promote long-term value for shareholders
The code requires a disclosure of this Principle in the Annual Report, with which the Group already complies, and which was included in the Annual Report for 2017, a copy of which can be found on the Group’s website. The Group operates in markets dominated by large multinational corporates, with a wide supplier base populated by small and medium sized enterprises, both privately owned and quoted. The Group has grown organically and by acquisition and has always recognised that it will either be a consolidator of similar SME’s by acquisition or consolidated by a larger multinational enterprise through being acquired. Brexit and the uncertainty that has created, at least in the short term, has disturbed that scenario. The Group has rejuvenated the Board to equip the business with the management team necessary to continue deliver a strategy which is responsive to changing market conditions.
Seek to understand and meet shareholder needs and expectations
The Group’s shareholder base is dominated by founding family shareholders, members of the board, a very limited number of Institutions and approximately five hundred private or relatively small, holdings. The market in the shares is extremely illiquid and there is usually a very wide spread between the bid and offer price. Making dealing in the shares challenging. Having rejuvenated the Board, the Group is committed to improving liquidity and the nature of the shareholder base to better equip the business with sources of equity funding. Historically the group has relied upon bank funding.
The founding families are represented on the board by Michael Rusch, a non-executive director and from 1st October 2018, President of the Group.
Investor liaison is the responsibility of Peter Pollock, who from 1st October 2018, will be Chairman of the Group, having joined the board in 1997 as Chief Executive, supported by the newly appointed chief operating officer, Paul Curtis and the chief financial officer, Chris Buckenham.
The Group gives regular updates on progress through the year and publishes significant events via the Regulated News Service of the Stock Exchange. The Preliminary Announcement is made in late January and the Annual Report is published shortly thereafter. The Chairman normally gives an update at the Annual General Meeting in March. The Interim Announcement for the first half to 31st March is made, and the Interim Report published, in late June. It has become recent practice to give an update on trading following the close of the financial year at 30th September in late October. Copies of all announcements are published on the website.
The Group’s brokers prepare analysis of the Group’s performance and their expectations and make this available to their clients.
Sponsored by the Group’s brokers, the Chairman and senior executives usually meet with Institutional Shareholders and other interested parties, immediately after the Interim and Final Announcements.
The Board is well aware of its responsibility to ensure that there is no false market in the Group’s shares and to ensure market is properly informed of changes in expectations and significant events in a timely way.
Voting at recent Annual General Meetings has been overwhelmingly in favour of all resolutions.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises its responsibility towards employees, customers, suppliers, partners, the local community and the environment.
The Board recognises that our people are our most valuable asset. Staff turnover across the Group remains low. Staff surveys at each of the Group’s Sites are undertaken to monitor and engage with our Staff and ensure their needs are being met. Apprenticeships, degree and other courses support, training and personal development is offered.
The Group’s customer base is mainly comprised of large multinationals who demand quality, reliability, value for money and on-time delivery. We endeavour to engage with our customers on many levels to ensure that we understand what is expected of us. We seek customer feedback and we use KPI’s to monitor our own performance.
We have developed our supplier base over many years and measure their performance using KPI’s. In difficult market conditions close relationships are essential to maintain timely, cost effective and quality supplies.
We rely on partners in our export markets to represent us in our absence. Many of these partnerships are long term and our export success reflects our collective response to changing local market conditions.
We are responsive to our local communities, engaging with schools and universities and supporting local youth sports organisations and other charitable organisations.
The Group’s mantra is ‘Long Life Reliability does not cost the Earth’, which means that we commit to the concept of whole life cost not only in terms of currency but also in the use of scarce resources including materials, energy and labour, designing in long life rather than obsolescence.
Embed effective risk management, considering both opportunities and threats, throughout the Group
The Principal Risks and Uncertainties are identified in the Strategic Report, which is included in the Group’s Annual Report. Each trading entity includes a Successes, Opportunities, Failures and Threats (SOFT) Report within its monthly progress report, which is incorporated into the Group Performance Review, which is circulated to the board each month. Risk registers for entities identify key risks. Risk is considered at the monthly Executive Meetings comprising the Managing Directors or General Managers of the entities. The CFO and the COO include comment on identified changes in risk in their reports to Board Meetings.
Maintain the Board as a well-functioning, balanced team led by the chair
The Annual Report includes a biography of each of the Directors which identifies whether they are executive or non-executive, together with a Directors’ responsibilities statement included in the Directors’ Report. The Corporate Governance Report describes the Board Composition, Responsibility, Independence and the number of Board Meetings during the year and the nature and composition of the two board committees. Future Annual Reports, with effect from that for 2018 to be published in January 2019, will detail the time commitment and attendance record of directors at board and committee meetings.
After a long period of stability, the board is in transition executing its succession plan following the retirement of the long serving Finance Director and the Senior Non-Executive Director in March 2018. The continuing Non-Executive Director was appointed Senior Non-Executive Director in March 2018. A Chief Financial Officer and Company Secretary was appointed in March 2018 to succeed the retiring Finance Director.
The current Non-Executive Chair will become President and be succeeded by the current Chief Executive on a part-time basis with effect from 1st October 2018. A full time Chief Operating Officer has been appointed to succeed the Chief Executive also with effect from 1st October 2018.
It is planned to appoint an additional non-executive director in due course and that, after this period of transition is concluded, the Chief Operating Officer will become Chief Executive and the part time Chair will be become non-executive and further reduce his time commitment.
Two Directors are currently judged to be independent. The appointment of a further non-executive director in due course will reinforce the independent element of the board. Directors are judged to have made the necessary time commitment to fulfil their roles.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board has a broad balance of skills and experience as well as personal qualities.
The Board recognises that its small size limits the opportunity for gender balance and diversity. Future appointments may allow this to be corrected. The board is not dominated by any one person or group of people.
The Chair will evaluate the strengths and weaknesses of the board and seek to address these together with other needs as the company evolves in any future appointments and in succession planning.
The Annual Report, which is included on the website, identifies each Director with their biography, which outline the relevant skills, qualifications and previous roles that each have held. In future the Annual Report will demonstrate the adequacy of the board and identify any additional experience, skills, personal qualities, gender balance and capabilities necessary to deliver the strategy for the benefit of shareholders and show how directors are maintaining their skill sets. Future Annual Reports will detail significant matters requiring external advice and describe any significant advice provided internally to the Board by the Company Secretary or Senior Independent Director.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Future Annual Reports, which are included on the Website, will include an explanation of the board performance and effectiveness evaluation process and if such an evaluation has been carried out a summary of the criteria against which the board, committee and individuals have been assessed, how the evaluation has evolved and any results and recommendations and succession plans.
Promote a corporate culture that is based on ethical values and behaviours
The Board, led by the Chair, promotes a sound ethical culture through its own behaviour and this is visible through the actions of the non-executive and executive teams.
Corporate values guide the objectives and strategy of the business and the conduct of all aspects of business, including disclosures in the Annual Report.
The Chair’s corporate governance statement in future Annual Reports will comment upon how the culture is consistent with the company’s objectives, strategy and business model contained in the strategic report, the principle risks and uncertainties, how these are monitored and how a healthy corporate culture is promoted and assessed.
The Group has a Code of Ethics and a Code of Conduct, which Directors and other officers of the Group are expected to comply with and to record such instances as required. These, with the Group’s Corporate Social Responsibility policy are published on the Website. Additional policies and procedures are maintained in support of these, including a Gifts and Hospitality policy.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Group maintains governance structures and processes in line with its corporate culture and appropriate to its size and complexity, and capacity, appetite and tolerance, for risk. Its processes will develop over time as the needs of the business and its development require.
It is expected that given the small size of the Group there will be little difference between, the Chair’s high-level explanation of the application of the QCA Code in the Corporate Governance Statement in the Annual Report, and any other description of the roles and responsibilities of the Chair, Chief Operating Officer, Chief Financial Officer or any other director with particular responsibilities.
The Corporate Governance Statement included in the Annual Report will describe the roles or terms of reference of any Committees, as well as matters reserved for the board and how these might evolve in line with the Group’s plans for growth.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board believes that a healthy dialogue does exist between the Group and its stakeholders and shareholders, which should allow interested parties to come to informed decisions about the Group.
The Board believes that through appropriate use of the Stock Exchange Regulated News Service for announcements and the timely posting of all such announcements on the Group Website appropriate communication and reporting structures exist between the Group and all constituent parts of the shareholder base.
The Preliminary Announcement, the Annual Report, the Chairman’s Remarks at the Annual General Meeting, the Interim Announcement, the Interim Statement, any Closing Update in October after the financial year end, together with announcements of any significant events, are all timely published via the RNS and posted on the website, and routinely inform all shareholders of the Group’s progress.
All shareholders are invited to the Annual General Meeting where there is both a formal and informal opportunity to asks questions either on the business of the meeting or specific matters of interest.
The Annual Report, which is posted on the website will describe the work of the board committees undertaken during the year. It includes an audit committee report and a remuneration committee report.
Should the Group be unable to comply with any disclosure requirements of Principles 1-9 and omit them from the Annual Report or the Website, they will be disclosed, and their omission explained.
All votes at the Group’s General Meetings are announced on the RNS immediately after the close of the meeting and posted on the website.
Should there be a significant proportion of votes cast against a resolution at a General Meeting the Group would announce in a timely way by way of the RNS and on the website, the result, what action it intends to take to understand the reasons for the negative vote and what action, if any, it intends to take in the light of that vote.
Annual Reports, including the Notice of any General Meetings, published during the last five years are included on the website.
LPA Group Plc is subject to the UK City Code on Takeovers and Mergers.
Member of the QCA
Code of Conduct
Code of Conduct
It has always been an LPA objective to conduct its business honestly and ethically and, irrespective of changing obligations brought about by new legislation, LPA does not condone (and has never condoned) corrupt practices.
- LPA, the Group: – LPA Group Plc, its subsidiaries, directors, officers, employees and others acting on their behalf
- Active corruption: the offering, promising or giving a bribe or any undue financial or other advantage
- Passive corruption: soliciting, demanding or extorting a bribe or any undue financial or other advantage
- Public corruption: the bribing of a national, foreign or international public official in order to obtain or retain business or other improper advantage
- Private-to-private corruption: corruption between private commercial or non-commercial entities, in order to obtain or retain business or other improper advantage
3. Legal compliance
It is LPA policy to act in accordance with all applicable laws and regulations of the countries in which it operates.
4. Condemnation of corrupt practices
Corruption in all its forms, distorts competition, should be banned from business life, is a criminal offence and is therefore condemned.
In all situations it is LPA policy not to offer, promise, give, nor seek, corruptly any benefit, directly or indirectly, in connection with the performance of its business.
5. Gifts and hospitality
The Group recognises the courtesy of giving and receiving gifts and hospitality of modest value in the course of business. The Group rules with regard to such courtesy are that the giving or receiving of a gift or hospitality must:
- be locally acceptable in principle and common in practice
- be in accordance with applicable local laws and regulations
- not be made with a view to anyone obtaining any form of improper advantage
- be appropriately recorded
6. Third party considerations – agents and other intermediaries
Agents and other intermediaries can be an effective means of conducting business. Poorly selected or managed, though, they have the capacity to damage business reputation and may result in legal proceedings being taken against a business, even where the business is unaware of any wrong doing.
The Group shall have regard to the integrity of a potential agent or other intermediary.
Before finalising an agreement with a potential agent or other intermediary LPA will make an assessment of the business and the key individuals involved. Such an assessment may be periodically reviewed.
The potential agent or other intermediary shall be made aware of the Group’s integrity policies and the applicable laws and regulations under which the Group operates, in particular the UK Bribery Act 2010.
Any written agreement between LPA and the agent or other intermediary shall provide that the latter agrees to comply with the Group’s integrity policies and specifically that payments received from the Group will not be passed on as a bribe. LPA shall be entitled to terminate the agreement in the event that this provision is breached.
Fees payable to an agent or other intermediary shall be commensurate with the services offered and calculated by reference to objective criteria.
- not be made in cash
- usually be made in the territory where the agent or other intermediary is registered
- be properly recorded
LPA reserves the right to seek verification that an agent or other intermediary is complying with their obligations.
7. Political donations
The Group does not make donations or contributions for political purposes.
8. Integrity programmes
LPA attaches great importance to proper compliance with its integrity standards.
LPA is committed to assisting all employees in such compliance.
The Chairman is the Board Member with responsibility for the Group’s anti-corruption programme.
Employees can seek advice and guidance concerning these issues and if necessary report issues of concern
No-one reporting a genuinely-held concern will be subject to any disadvantage.
LPA regards any non-compliance with its integrity standards as a serious issue which may result in damage to its business and reputation.
Breaches of the standards will be dealt with as a serious disciplinary matter which may lead to reprimand, dismissal or criminal prosecution.
Updated September 2018
Code of Ethics
Code of Ethics
1. Business conduct
LPA Group Plc, its subsidiaries, directors, officers, employees and others acting on their behalf (‘LPA’, ‘the Group’) are committed to conducting business honestly and ethically. It is LPA policy to act in accordance with all applicable laws and regulations, concerning business relationships and international trade, of the countries in which it operates.
2. Prohibition of corruption
LPA does not offer, promise, give, nor seek, corruptly any benefit, directly or indirectly, in connection with the performance of its business.
LPA competes fairly in its chosen markets.
4. Personal integrity
LPA expects its employees to act with integrity at all times. Group employees with access to privileged information must not use it for personal gain and no employee shall pursue personal objectives which might give rise to a conflict of interest with the Group, or which might affect their ability to carry out their job responsibly.
5. Customer relationships
LPA seeks to provide value for its customers through the development of innovative products and services.
LPA recruits and develops employees on the basis of their abilities and treats its employees with respect. Harassment is unacceptable. LPA complies with all anti-discriminatory legislation and regulations in the countries in which it does business.
7. Health and safety
LPA is committed to conducting its activities in accordance with current legislation and regulations to achieve the highest practicable standards of health and safety.
LPA is committed to supplying quality products with a long life, a policy which reduces energy consumption and the usage of valuable raw materials.
9. Reporting and internal controls
LPA records business transactions accurately and transparently in accordance with accounting, quality and other standards and has a system of internal control designed to provide reasonable assurance that business risks are effectively managed and that reported results are accurate. LPA will retain and review all records of gifts and benefits, whether accepted or not.
10. Application and compliance
This Code of Ethics applies throughout the Group. Disregard or breach of the code may result in disciplinary action against an employee and sanctions for third parties representing LPA. LPA seeks, wherever possible, to ensure that its key suppliers and business partners, comply with the LPA Code of Ethics or has in place a similar code of its own. The Group expects employees to bring any suspected or actual breach of the Code promptly to management attention. Any employee making such information known to management through the appropriate procedures will not face any unfavourable treatment for such disclosure.
Corporate Social Responsibility
Corporate Social Responsibility – LPA Group company policy
Policy brief & purpose
Our Corporate Social Responsibility (“CSR”) company policy refers to our responsibility toward our people and our environment. We recognise our company’s existence is part of a bigger system of people, values, other organisations and natural resources. The social responsibility of a business is to assist manage and develop these resources to ensure they are sustainable.
What is corporate social responsibility?
Our CSR company policy outlines our efforts to maintain the environment as we find it, to nurture and develop people who work for us, maintain a sustainable supply chain and work within our communities and environment.
This policy applies to our company and its operating units. It may also refer to suppliers and partners.
We want to be a responsible business that meets the highest standards of ethics and professionalism.
Our company’s social responsibility falls under two categories: compliance and proactiveness. Compliance refers to our company’s commitment to legality and willingness to observe community values. Proactiveness is every initiative to promote human rights, help communities, protect our natural environment and resources.
Our company will:
- Respect the law, standards, permits and corporate governance across all its operations
- Apply its internal policies
- Keep every partnership and collaboration open and transparent
We will always conduct business with integrity and with respect to human rights. We will promote:
- Safety and fair dealing
- Respect toward our Employees, Stakeholders and Business Partners
- Apply anti-bribery and anti-corruption practices
- Long life reliability within its products to reduce the need of replacement
Examples of Corporate Social Responsibility:
Protecting the environment
Our company recognises the need to protect the natural environment. Keeping our environment clean and unpolluted is a benefit to all. We’ll always follow best practices when disposing of waste and seek to use sustainable and recyclable materials where ever possible, reduce waste and packaging within our processes.
We’ll ensure that we:
- Don’t risk the health and safety of our employees, visitors and environment
- Avoid harming the lives of local and indigenous people
- Support diversity and inclusion
Our company is dedicated to protecting human rights. We are a committed equal opportunity employer and committed to eliminating the risk of forced labour and human trafficking occurring in our direct operations and supply chain. We welcome the requirements set out in the UK Modern Slavery Act 2015. We will continue to comply with the legislation and ensure our culture and actions reflect a no tolerance approach to modern slavery, including child labour.
Our products seek to reduce waste and their impact on the environment through their long life and reliability and ell efforts are made to promote and develop products to these specifications.
Donations and charitable events
Our company promotes and engages in events to support charitable causes both for its local communities and national charitable events.
Our company will encourage its employees to volunteer. They can volunteer through programs organised internally or externally. Our company may sponsor volunteering events from other organisations.
Preserving the environment
Apart from legal obligations, our company will proactively protect the environment. Examples of relevant activities include:
- Conserving energy
- Using environmentally-friendly technologies
Supporting the community
Our company may initiate and support community investment and educational programs through work experience, training and apprenticeships.
We will actively invest in R&D. We will be open to suggestions and listen carefully to ideas. Our company will try to continuously improve the way it operates.
Stewardship and monitoring
Management must communicate this policy on all levels. Managers are also responsible for resolving any CSR issues.
Our Chairman is responsible for our policy, which is monitored within our Corporate Governance procedures.
Issued: 26 September 2018