Correct as at 11 October 2024
The Directors of the Company have always endeavoured to apply the appropriate and proportionate level of Corporate Governance and have done so by seeking to comply with the QCA Corporate Governance Code for Smaller Companies. On 8 March 2018, the London Stock Exchange issued revised rules for AIM-quoted companies, within which there is a requirement for AIM quoted companies to apply a recognised corporate governance code from September 2018 and incorporate details of how it complies with that Code in both its Annual Report and on its website.
The Company has chosen to apply the QCA Corporate Governance Code published in April 2018 (the “QCA Code”) and this Corporate Governance report is based upon the QCA Code.
This statement has been collectively prepared by the Board of Directors of the Company (the “Board”). The Board refers to the QCA Corporate Governance Code as a useful guide to assist in articulating how the Company approaches and applies good corporate governance.
This report sets out the Company’s application of the Code, by the Board, and where appropriate, cross references other sections of the Annual Report. Where the Company’s practices depart from the expectations of the Code, the Board has given an explanation as to why.
The QCA Code is constructed around 10 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. In the table below, the Board explains how it has applied them.
How it should be applied
The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.
How the Company applies it
Page 5 of the Company’s Annual Report for the period ended 31 March 2024 sets out its principal strategy, which is to focus on continuing to grow the business across the remaining business division of WM with the ultimate objective of becoming the leading advice-driven WM service provider to retail clients, now that the CM division has been sold.
The risks that attach to this strategy and how such risks are mitigated are set out on page 17-24 of WHI’s annual report for the period ended 31 March 2024.
How it should be applied
Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
How the Company applies it
The Board is committed to regular shareholder dialogue with both its institutional and retail shareholders.
The principal opportunity for the Board to meet shareholders is at the Company’s AGM, which shareholders are encouraged to attend.
The Company also has a dedicated email address which investors can use to contact the Company (enquiries@whirelandplc.com). The CEO is responsible for reviewing all communications received from shareholders and determining the most appropriate response.
How it should be applied
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
How the Company applies it
The Company’s assessment of its key resources and relationships is set out on in the s 172 statement on page 10 of WHI’s annual report for the period ended 31 March 2024.
The Directors believe that, in addition to its shareholders, the main stakeholders of the Company are its clients, its employees, the communities in which it operates and its two regulatory bodies (the London Stock Exchange and the FCA).
The Company dedicates significant time to understanding and acting on the needs and requirements of each of these Groups by way of meetings dedicated to obtained feedback.
The Company is also a member of certain organisations, such as the Quoted Companies Alliance, which encourages and facilitates active dialogue with some of the Company’s key stakeholders.
Linked to this, the Company endeavours to build relationships with those local communities in which it operates and some of those initiatives it has invested in, in recent years, are set out in the Company’s CSR section of its website.
At the same time the Company is endeavouring to adopt an Environmental, Social and Governance (ESG) framework incorporating objectives to minimise the Company’s environmental impact; to engage staff and suppliers and to build on the CSR initiatives the Company is already working on to more broadly support the communities in which we operate.
How it should be applied
The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
How the Company applies it
Page 9 of the Company’s Annual Report for the period ended 31 March 2024 sets out the risks to the Company’s business and outlook, and how such risks are minimised.
Given the areas in which the Company operates, risk is a particular focus.
The Company employs a Head of Compliance and Risk, which is a full-time position within the Company and who is tasked with risk identification, assessment, management and the measurement of risk and threats to the business. These risks are recorded within the Company’s risk register and cover all categories including human capital risk, regulatory risk, conduct (client) risk, competition, financial risk, IT and operational resilience risk and legal risk.
Each risk is ranked on impact and likelihood and mitigating strategies are identified. In addition, the Executive Committee, which is formed of the Executive Directors, the Heads of the business divisions, a representative from HR and the Head of Compliance and Risk meet to assess and monitor these risks; and discuss any new emerging risks arising in the day to day business.
The risk register and minutes from the Executive Committee are reviewed in Board meetings. The Directors receive progress reports from the Head of Compliance and Risk directly, to enable them to assess the effectiveness of the systems in place. These risks and systems are also tested by the Company’s external and internal auditors on an annual basis.
How it should be applied
The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.
The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement.
The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
How the Company applies it
All strategic decisions are decided by the Board acting collectively. The Board consists of two Non-Executive Directors and two Executive Directors. It is considered that Simon Moore and Garry Stran are independent Non-Executive Directors.
All Executive Directors are full time Directors of the Company and the Non-Executive Directors are expected to commit at least one day a month to the Company in addition to their attendance at board meetings.
The Board meets approximately 12 times a year; the Audit Committee and Risk Committee meet approximately 4 times a year and the Remuneration Committee meets at least twice a year (and also as required). All meetings during the period under review were fully attended by directors.
Board minutes and related papers are circulated to Directors in good time ahead of the relevant Board meeting(s).
The Board has established audit, remuneration, risk, nomination and executive committees which meet regularly in accordance with their terms of reference. The details of these committees, including their terms of reference and composition, are set out below, in this Corporate Governance Report.
How it should be applied
The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.
The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
How the Company applies it
The Company has four directors being Phillip Wale, Simon Jackson, Simon Moore and Garry Stran. Details of these Directors and their relevant experience, skills and personal qualities are set out at pages 15 to 16 of the Company’s Annual Report for the period ended 31 March 2024.
The Company periodically holds briefings for the Directors covering regulations that are relevant to their role as Directors of an AIM-quoted company.
The Company also has dedicated Human Resources and Compliance departments and also uses the services of a number of external training providers. The Directors therefore have access to certain in-house seminars and external training courses to assist the Directors in keeping their skills are kept up to date.
The Board has been supported by Katy Mitchell as Company Secretary and Head of Legal. Katy is a qualified corporate lawyer, a chartered company secretary of the Corporate Governance Institute and a senior Qualified Executive within the CM department of the Group. The Board also engages external legal advisers to advise them, where appropriate and necessary on the legal aspects of any ongoing regulatory queries.
How it should be applied
The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The board performance review may be carried out internally or, ideally, externally facilitated from time to time.
The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
How the Company applies it
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner, with the exception of the Executive Directors who are assessed annually on performance by the Chair.
At this stage a formalised process has not been adopted. It is intended that the process will be formalised in due course, and details of the process and its results and recommendations will be published at a future date.
The Nomination Committee is required to give recommendations to the Directors where there are vacancies or where it is felt that additional Directors should be appointed. For new appointments the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board.
How it should be applied
The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.
The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
How the Company applies it
The Board considers it essential that all staff within businesses are accountable for their actions and have a Corporate Social Responsibility (“CSR”) policy that applies throughout the WH Ireland Group of companies (“the Group”). The Group is committed to carrying out its operations in a socially responsible manner when dealing with all of stakeholders and to reporting and communicating openly on its response to CSR issues.
The Group supports a number of cultural initiatives across the country, as it firmly believes in the benefits of high quality cultural programmes, particularly those which are for the benefit of young people. The Group wants to forge partnerships with organisations that share its beliefs and it is important that we play our part in the communities in which we live and work. The Group also looks to support initiatives internationally that affect issues which are important to it.
The Board seeks to ensure that all of its employees are aware of the Company’s ethical values which embodies seven core values. These are covered in the mandatory induction process for new employees and each employee is also assessed on their adherence to these values in their annual appraisal which influences promotion and reward.
How it should be applied
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
How the Company applies it
The Board has established Audit, Remuneration, Risk, Nomination and Executive Committees which meet regularly in accordance with their terms of reference. The details of these committees, including their terms of reference and composition, are set out in this Corporate Governance section. This detail also includes the roles and responsibilities of each of the Directors, with all the Non-Executive Directors sitting on each of the sub-committees of the Board.
The matters reserved for the Board, are set out in the Board Terms of Reference, and can be summarised as follows:
At this stage the Board believes that the governance framework is appropriate for a Company of its size, but it continues to keep this under review.
How it should be applied
A healthy dialogue should exist between the board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.
Appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:
It should be clear where these communication practices are described (annual report or website).
How the Company applies it
The Company is committed to open dialogue with all its stakeholders. The CEO liaises with the Company’s principal shareholders, regulators and, where appropriate, clients and relays their views to the wider Board.
On the Company’s website shareholders can find all historical regulatory announcements, Interim Reports and Annual Reports. Annual Reports and Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company’s website. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests.
At the stage the Board does not publish an Audit Committee Report, but following the appointment of new Chair of the Audit Committee it will look to adopt such a report in the coming year.
Following the Company’s AGM the results of all votes will be made available on the website.