Get to know our Board of Directors who are helping steer our long-term strategy
Delayed Share Price: 112.50p
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to small and mid-sized companies.
The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code, please refer to the below table. Further information on compliance with the QCA Code can be found in the Company’s annual report and accounts for the year ending 30 November 2022.
Principle | Application | Evidence |
---|---|---|
Establish a strategy and business model which promote long-term value for shareholders |
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. |
Due to the stable nature of Board membership and the varied contributions from directors during meetings, the Chair is wholly satisfied that all Board members have a shared view of the Company’s purpose. |
Seek to understand and meet shareholder needs and expectations | 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. |
Twice-yearly investor roadshows and analyst presentations are held, alongside the Company’s AGM, that affords all shareholders the opportunity to take part in and see the business first-hand, as well as engage directly with members of the management and the Board. |
Take into account wider stakeholder and social responsibilities and their implications for long-term success |
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. |
The Board undertakes a detailed review of the results of the annual Employee Opinion Survey, which provides an insight to the views of the workforce on the Company and is considered by the Board every September. |
Embed effective risk management, considering both opportunities and threats, throughout the organisation |
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. |
The Audit Committee undertakes a detailed review of the approach to risk management on behalf of the Board (though the Board retains overall responsibility for setting both the framework and risk appetite of the Group, in line with best practice). Details can be found in the Company’s 2022 Annual Report and Accounts. |
Principle | Application | Evidence |
---|---|---|
Maintain the Board as a well-functioning, balanced team led by the chair |
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 obligations on directors to promote the interests of the company are enshrined within s172 of the Companies Act 2006. Additionally, these obligations are made clear to all Board members during the induction process. |
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities |
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 contains an appropriate mix of diverse skills, personal qualities and capabilities. This is continually assessed by the Chair and Chief Executive and formally, as part of an annual review by the Chair. |
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement |
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 carries out an annual self-assessment of its performance. This includes evaluation of the performance and effectiveness of the Board, of its Committees and of each Director. The process is led by the Chair and involves detailed questionnaires and one-to-one reviews of the collective and individual performance of Directors. The results of the Board and Committee evaluations are the subject of a full, robust and open debate in a Board meeting and actions for improvements are agreed. Progress against these actions arising from performance evaluations is then monitored and reported on throughout the following year. |
Promote a corporate culture that is based on ethical values and behaviours |
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 maintenance of the culture of the Group is a specific personal objective of the Chief Executive. |
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board |
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its: |
The Board is satisfied that the governance arrangements for the business remain appropriate and that the delegations in place are effective and with strong oversight and controls. This is, of course, subject to regular Board and managerial oversight and review. |
Principle | Application | Evidence |
---|---|---|
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders |
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. |
As an AIM-quoted company, Synectics has additional obligations relating to seeking shareholder approval for certain decisions. Additionally, Synectics has an open dialogue with both its shareholder and stakeholder base, through many of the events it holds during the year. |
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