Corporate governance statement

The board is committed to achieving high standards of corporate governance, integrity and business ethics for all of the activities of the group

We have elected to adopt the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) which we believe has been constructed in a simple, practical and effective style and that meaningful compliance with its 10 main principles should provide shareholders with confidence in how the Company operates. To see how the Company addresses the key governance principles defined in the QCA Code please refer to our AIM Rule 26 Disclosures document

The Board currently comprises two Executive and three Non-Executive Directors. The names of the Directors together with their roles and biographical details are set out here. The roles of Chair and Chief Executive are separated, are clearly understood and have been agreed by the Board. The Chair is responsible for the Board. The Chief Executive is responsible for the operating performance of the Group. A formal schedule of matters requiring Group Board approval is maintained and regularly reviewed, covering such areas as Group strategy, approval of budgets, financial results, Board appointments and dividend policy, which is available to view at here.The Board normally meets once a month with additional meetings which are called when required. Comprehensive briefing papers are sent to all Directors prior to each scheduled Board meeting. Directors are able, if necessary, to take independent professional advice


Due to the infrequency of senior appointments, the Board does not maintain a standing Nomination Committee but will form one as appropriate if required. The current Chief Executive’s and Group Finance Director’s appointments were approved by the Board, after receiving a recommendation from a Committee of the Board, consisting of the Non-Executive Directors, that was formed specifically for that purpose. The Committee undertook a comprehensive recruitment process and was assisted by independent external recruitment consultants.

The Board annually conducts an appraisal of its own performance and that of each Director consisting of individual assessments using prescribed questionnaires that are completed by all Directors. The results are reviewed, and individual feedback is given, by the Senior Independent Non-Executive Director in respect of assessments of the Chain, and by the Chair in respect of assessments of each of the other Directors and of the Board as a whole.

The service contracts of Executive Directors require one year’s notice or less.

Non-Executive Directors’ time commitment is reviewed to ensure it is sufficient to fulfil their roles.

The Audit Committee consists of the Chair and two Non‑Executive Directors and is chaired by Richard Armitage, an independent Non-Executive Director. The Audit Committee met on two occasions during the year ended 31 May 2020. The operations of the Audit Committee are set out in the separate Audit Committee Report on pages 35 and 36.

Membership as at 31 May 2020:
  • R Armitage (Chair)
  • T P Acton
  • D S Downie

Meetings held in the financial year:

Two

Audit Committee terms of reference

The Remuneration Committee consists of the Chair and two Non-Executive Directors and is chaired by David Downie, an independent Non-Executive Director. The Remuneration Committee met on five occasions during the year. Its remit is to determine, on behalf of the Board, appropriate short and long-term total reward packages for the Executive Directors and to also satisfy itself that good practices apply to all Group employees through the relevant management structures.

Membership as at 31 May 2020:
  • D S Downie (Chair)
  • T P Acton
  • Y M Monaghan
Meetings held in the financial year:

Five

Remuneration Committee terms of reference

The Board has established a Disclosure Committee, the principal role of which is to consider whether announcements are required to be made or not in relation to inside information.

Membership as at 31 May 2020:
  • C J Belsham (Chair)
  • T P Acton
  • R A Whiting
Meetings held in the financial year:

Two

Disclosure Committee terms of reference

Each of the Directors is subject to election by the shareholders at the first AGM after their appointment and all Directors are subject to annual re-election. Biographical details of all Directors are set out on pages 26 and 27.

The Non-Executive Directors have received appointment letters setting out their terms of appointment. All Non-Executive Directors are appointed for one year with renewal for further one-year terms if performance is satisfactory. The terms and conditions of appointment of the Non-Executive Directors are available for inspection at the Company’s registered office.

The appointment of new Non-Executive Directors to the Board is considered by the whole Board.

The Board has overall responsibility for ensuring that the Group maintains a system of internal control, to provide with reasonable assurance regarding the reliability of financial information that is used within the business and for the publication and safeguarding of assets. There are inherent limitations in any system of internal control and accordingly even the most effective system can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The Group’s organisational structure has clear lines of responsibility. Operating and financial responsibility for subsidiary companies is delegated to operational management. The Group’s risk management programme, which assesses key risks and the required internal controls that are delegated to Directors and managers at all levels in the Group, is reviewed regularly in order to ensure that it continues to meet the Board’s requirements.

Membership as at 31 May 2020:

See the Board of Directors section on pages 26 and 27 and here.

Meetings held in the financial year:

Ten

The Chair and the Non-Executive Directors will always make themselves available to meet with shareholders. Each AGM is a particular opportunity for this. Normal relationships with shareholders are maintained by the Executive Directors, who brief the Board on shareholder issues and who relay the views of the Group’s advisors to the Board. The Board believes that the disclosures set out on pages 1 to 25 of the Annual Report provide the information necessary for shareholders to assess the Company’s performance, business model and strategy.

In addition, Peel Hunt, in its capacity as the Company’s nominated advisor and broker, is engaged to liaise with investors and report back to the Board. Going forward, it will provide an external viewpoint of the Company to the Board with any recommendations it may have to help assist communication. Shareholders’ views are also received during the AGM through the opportunity to ask questions of the Board and less formally after the AGM. The Investors section of our website, www.nwf.co.uk/investors includes historical Annual Reports, Notices of AGMs and voting history (where there have been no where there have been no significant votes against) for a minimum of five years.

Details of the Company’s share capital can be found in the ‘Takeover Directive requirements’ section of the Directors’ Report and in note 23 of the Group financial statements.

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Group Financial Review. The financial position of the Group and its cash flows, liquidity position and borrowing facilities are also described in the Group Financial Review. In addition, note 21 of the Group financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of financial instruments and hedging activities and its exposure to price, interest rate, credit and liquidity risk. Accordingly, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future based on the following factors:

  • The Group’s banking facilities totalling £65.0 million with The NatWest Group were renewed on 29 June 2018 and are committed through to October 2023. There is significant headroom both in terms of covenant compliance and funding availability. Undrawn facilities at 31 May 2020 were £37.6 million (2019: £45.2 million).
  • The Group has prepared financial projections to 31 May 2021 which project positive earnings and demonstrate covenant compliance at all quarterly covenant test dates.
  • Calculations to support covenant compliance are prepared and reviewed on a quarterly basis.
  • The Group monitors capital risk on the basis of net debt/EBITDA ratio, which at 31 May 2020 was 0.7x (2019: 0.7x).

On the basis of the above, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.