WH Ireland Group plc is listed on AIM, a market of the London Stock Exchange Group plc, and seeks to comply with the provisions and principles of good corporate governance and code of best practice as set out in the UK Corporate Governance Code (‘the Code’), in so far as it is practicable for a Company of its size and structure.

The information below is disclosed in accordance with AIM Rule 26 and was last updated on 22 October 2024.

WH Ireland Group plc was incorporated in England and Wales in 2000 and its main country of operation is England.

Registered Office

WH Ireland Group plc
24 Martin Lane
London
EC4R 0DR

Administrative Office

One New Bailey
4 Stanley Street
Salford
M3 5JL

Registration Number

Registered in England No. 03870190
VAT No. 727149034

Legal Entity Identifier (LEI)

WH Ireland Group Plc: 213800HB9TO5O4WD6S66

Company Secretary

Simon Jackson

Articles

Click here to view a PDF of WH Ireland Group’s Articles of Association.

Nominated Adviser

Canaccord Genuity Limited
88 Wood Street
London, EC2V 7QR

Joint Brokers

WH Ireland Limited
24 Martin Lane
London, EC4R 0DR

Canaccord Genuity Limited
88 Wood Street
London, EC2V 7QR

Bankers

Bank of Scotland
2nd Floor,1 Lochrin Square
92-98 Fountainbridge
Edinburgh, EH3 9QA

Auditors

RSM Audit Advisory LLP
6th Floor
25 Farringdon Street
London
EC4A 4AB

Solicitors

Squires Patton Boggs
7 Devonshire Square
London, EC2M 4YH

UK City Code on Takeovers and Mergers

WH Ireland is subject to the UK City Code on Takeovers and Mergers.

Corporate Governance Code

The Directors of WH Ireland have chosen to apply the Corporate Governance Code produced by the Quoted Companies Alliance (“QCA”) (the “QCA Code”).

The QCA Code is constructed around ten broad principles and a set of disclosures which notes appropriate arrangements for growing companies and requires companies who have adopted the QCA Code to provide an explanation about how they are meeting those principles through the prescribed disclosures.

The table stating those ten principles and which sets out how WH Ireland addresses them can be found here.

Stakeholder Contact

WH Ireland values engagement and feedback from all of its shareholders and stakeholders, and contact with the Company can be made through the following email address: enquiries@whirelandplc.com.

Remuneration Committee

The principal function of the Remuneration Committee is to determine the policy on Executive appointments and remuneration. The committee consists of the two Non-Executive Directors with Simon Moore as Chair. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package.

Remuneration for Executives normally comprises basic salary, bonus, benefits in kind and options. Details of the current Directors’ remuneration are given in the Remuneration Report in the Annual Report. Other Executive Directors and Risk Committee members may be invited to attend the meetings.

Audit Committee

The audit committee is made up of the two Non-Executive Directors with Simon Moore as Chair. It is responsible for reviewing the Company’s arrangements with its external and internal auditors, including the cost effectiveness of the audit and the independence and objectivity of the auditors. It also reviews the application and appropriateness of the Company’s accounting policies, including any changes to financial reporting requirements brought about by both external and internal requirements and it gives consideration to all major financial announcements made by the Company including its interim and preliminary announcements and annual report and accounts.

Risk Committee

The Risk committee is made up of the two Non-Executive Directors with Garry Stran as Chair. It is responsible for advising the Board on risk appetite, tolerance and strategy, taking into account the current and prospective regulatory and market environment. The Committee maintains a constant review of both the Group’s overall risk assessment processes and the effectiveness of the Group’s internal controls and risk management systems. It advises the Board on proposed strategic transactions that may impact the risk profile of the Group. The Head of Compliance and Risk and the Executive Directors may be invited to attend the meetings.

Nomination Committee

The Nominations committee consists of the two Non-Executive Directors with Simon Moore as chair. It is the aim of the committee to identify and nominate potential candidates to fill Board vacancies; to consider succession planning and to consider appropriate training for the Board.

Executive Committee

The Executive committee is made up of the senior management of the Group and is chaired by the CEO. The committee is responsible for oversight of all delegated functions by the Board and the day-to-day operational business. In addition, it is responsible for ensuring the strategy of the Board is implemented and any issues that need to be communicated to the Board are recorded as such. The committee is also responsible for ensuring timely identification and resolution of regulatory and compliance issues, ensuring senior management are aware of significant regulatory matters and to act as a forum to update the Head of Compliance and Risk about organisational change and new business.

Internal Control

The Board has overall responsibility for the framework of internal control established by the Group and places critical importance on maintaining a strong control environment. This framework of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. Detailed internal control procedures exist throughout the Group’s operations and compliance is monitored by management and through the Group’s Compliance Department, Internal Audit and the Executive Committees of both business divisions. The external auditors, internal auditors and other Executive Directors may be invited to attend the meetings.

Our Executive Committee is responsible for implementing strategy as agreed by the Group Board and for the management of the business. It consists of Directors and Senior Management from across the WH Ireland Group.

Phillip Wale, Chief Executive Officer

Phillip joined Seymour Pierce, the corporate and institutional broker and wealth manager, in 2010 and was appointed its Chief Executive Officer in 2011. Between 2012 and 2016 he was Chief Executive Officer of Panmure Gordon & Co. Prior to joining WH Ireland in August 2018, Phillip was Head of Fixed Income (Europe) at Cantor Fitzgerald Europe.

Simon Jackson, Chief Finance Officer

Simon was Finance Director of Saunderson House Limited from January 2019 until March 2021, prior to its acquisition by Rathbone Brothers Plc, having previously been Group Finance Director of Brooks Macdonald Group plc from November 2000 to April 2018. In both roles he helped implement both organic and inorganic growth strategies whilst building finance capabilities that are essential to meet the increasing requirements of a growing, regulated business in public markets. Simon’s time at Brooks Macdonald included its admission to trading on AIM in 2005; between 2005 and 2017, Brooks Macdonald grew its funds under management from £371m to £11.7bn. Simon qualified as a chartered accountant with Macintyre Hudson, and spent 10 years with Rutland Trust plc, in a variety of senior finance roles, prior to joining Brooks Macdonald.