Updated: 16th September 2021
We believe that good corporate governance is about having the right people (in the right roles), working together, and doing the right things to deliver value for shareholders over the medium to long-term.
Creating long-term shareholder value is dependent on high quality strategic decisions being made by our board of directors and senior management, including the ability to make wise investments and generate a healthy return on invested capital. It is a result of both growth and operating efficiency.
We build long-term relationships with our customers and working closely with them to develop in-depth knowledge of their innovation needs, business and processes, with a specific focus on delivering measurable returns on investment.
Company’s business model and strategy, including key challenges in their execution (and how those will be addressed)
As set out in the Annual Report
Re-setting the Companies strategic goals
Strategic goal progress reviews
The Board considers effective communication with shareholders to be very important and encourages regular dialogue with both institutional and private investors.
In particular, we strive to understand who the key shareholders are as well as their investment strategies and other interests. This information is key not only in engagement with shareholders, but also in exploring how to better communicate corporate strategies to attract the type of long-term shareholders we want.
Communication with shareholders happens on a regular basis and whenever it is requested.
Our shareholder liaison contacts with responsibility for understanding and meeting shareholder needs and expectations are:
Position - name
Chairman of the Board - Tom Crawford
Chief Executive Officer - Mark Adams
Chief Financial Officer - Eric Dodd
Public Relations Advisors - Alma PR
Each member of the appointed liaison team keeps the other team members informed of significant matters discussed with shareholders and of shareholders’ views.
The Company has institutional shareholders and is, where practicable, willing to enter into a dialogue with them. The Chief Executive and the Chief Financial Officer meet regularly with institutional investors within the confines of relevant legislation and guidance. The Company’s engagement plan with institutional shareholders is set out below:
Frequency of meetings
At least twice a year
Form of meetings
In-person; telephone conference
Communications plan with all shareholders
In accordance with AIM requirements
Oversight over shareholder communication channels
Chairman of the Board
The Board invites communication from its investors and encourages participation by them at the AGM. All Board members present at the AGM are available to answer questions from shareholders. Notice of the AGM is in excess of 14 clear days and the business of the meeting is conducted with separate resolutions, voted on initially by a show of hands and with the result of the voting being clearly indicated.
Analyst reports are shared with the Board.
Attraqt has during the year engaged in consultation with shareholders and customers to improve the Company’s product offering. After exploring a variety of options (including the option of developing capability in-house), the Company proceeded to acquire Early Birds and Aleph Search. Further information in relation to the basis of the acquisition may be found in the annual report.
Attraqt has during the year engaged in consultation with shareholders and customers to improve the Company’s product offering. Recently, after exploring a variety of options (including the option of developing capability in-house), the Company proceeded to acquire Aleph Search. Further information in relation to the basis of the acquisition may be found in the annual report.
Objectives: Provide education sessions; promote strong relationships between employees; encourage sharing of views; improve products, processes and outcomes; creation of a culture that is positive, engaged and energetic
Customers and key suppliers
Objectives: Foster positive relationships; find innovative solutions; obtain feedback; guide strategic positioning and product offering
Environment and social impact
Objectives: We aim to manage our operations in ways that are environmentally sustainable, economically feasible and socially responsible.
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness. Such a system is designed to mitigate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.
The internal control procedures are delegated to Executive Directors and senior management in the Group, operating within a clearly defined departmental structure. The Board balances performance and compliance by ensuring that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in-line with the organisation’s risk tolerance. This is aided by risk identification processes to identify, consolidate and prioritise the risks facing it, as set out below.
Opportunities and threats
The principle risks and uncertainties facing the Company are set out in the Annual Report.
Frequency of reporting
The Board receives information and reporting from key parts of the business each month.
Quality of information
The information, which is always provided in a timely manner, is of a high quality and comprehensive, ensuring that the Board is well informed and has the tools to facilitate proper assessment of matters which require its insight and decision-making.
Balance of Executive and Non-Executive Directors
Tom focuses on delivering long-term shareholder value as the key priority. He achieves this by providing strong and active leadership of the Board team, in shaping strategy and providing guidance when difficult decisions are required.
Separation of the Chairman and Chief Executive role
Senior Independent Non-Executive Director
The Board does not believe it is appropriate to have a Senior Independent Non-Executive Director at this time given the size of the Company.
Conflicts of interest
The Board may authorise any actual or potential conflicts of interest. The Board considers directors’ conflicts of interest at each meeting.
Board composition is at the heart of good corporate governance and high performance. Accordingly, we think strategically about the role board composition plays in meeting our strategic goals.
Board dominance risk
In all new appointments, the Board aims to appoint those who bring new and diverse attributes to its complexion.
We recognise that Board evaluations can bring substantial benefits and can contribute significantly to performance improvements on the organisational, Board and individual member level
We joined AIM in 2014 and have previously evaluated board performance informally. However, as the Company has grown, we have purposefully sought to identify and surmount the barriers impeding our effectiveness. In June 2018, we conducted our first formal review of board performance and intend to formally review board performance bi-annually, when it is appropriate to do so.
Board assessment frequency
Date of last assessment
June 2018 (next assessment planned in 2021)
Board member training
Where appropriate to do so, and if requested by board members, Attraqt funds training opportunities and development of board members to further its business objectives.
External advice is available to the Board if requested. The Board and its committees have only sought significant external legal advice in relation to the acquisition of Early Birds SAS and its subsidiary. External legal advice was also sought in relation to the acquisition of Aleph Search.
See Annual Report
Directors are subject to election by shareholders at the first opportunity after their appointment.
Board size planning
The Board considers it also has a good mix of backgrounds, views and capabilities. However, it is assessing the possibility of additions to accelerate achievement of the Company’s strategic goals.
The Board bears ultimate responsibility for promoting ethical behaviour. Doing so boosts employee morale, increase performance beyond bare minimums and retains employees in the long run.
Our corporate ethical values involve all employees with each taking personal responsibility for his or her own performance and results.
Supporting ethical policies
The Board is responsible to shareholders for the proper management of the Company and meets formally at least nine times a year to set the overall direction and strategy of the Company, to review operating and financial performance and to consider and advise on senior management appointments. The Board also monitors and approves financial policy and budgets, including capital expenditure over an agreed limit. All key operational decisions are subject to Board approval.
The Board has an Audit Committee and a Remuneration Committee to oversee and consider issues of policy outside of main Board meetings. The Board will form a Nominations Committee on an ad-hoc basis, and when formed, it consists of all the non-executive directors.
The audit committee is chaired by Grahame Cook. The Company's chairman can attend committee meetings as an observer. The audit committee meet formally at least two times a year and otherwise as required. It has the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.
The most recent Audit Committee report may be found here.
The remuneration committee is chaired by Robert Fenner who is also a non-executive director. The Company's chairman can attend committee meetings as an observer. The remuneration committee meet not less than once a year and at such other times as required. It has responsibility for determining, within the agreed terms of reference, the Company's policy on the remuneration packages of the Company's chief executive, chairman, and the executive directors, the company secretary, senior managers and such other members of the executive management as it is designated to consider. The remuneration committee also has responsibility for determining (within the terms of the Company's policy and in consultation with the chairman of the Board and/or the chief executive officer) the total individual remuneration package for each executive director, the company secretary and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the chairman and executive directors of the Board. No director or manager is allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee has the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning.
The most recent Renumeration Committee report may be found here.
Board and Committee attendance
Times Board formally met in past 12 months
Times committees formally met in past 12 months
Audit committee: 2 times
Renumeration committee: 3 times
Protocol where a director is unable to attend a meeting
Comments circulated prior to meeting to the chairman
The Board has not experienced a situation where a significant proportion of votes have been cast against a resolution at any general meeting in the past 12 months. However, if this did occur in the future, the Board will take steps to understand the reasons behind that vote result, and, where appropriate, explain any different action it has taken, or will take, as a result of the vote.
Attendance at the board meetings for the previous financial year may be found in the latest Annual Report.