Corporate Governance

Aim Notice 50

Introduction from the Chairman

All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of Frenkel Topping’s stakeholders, including shareholders, staff, Clients and suppliers. In the statement below, we explain our approach to governance, and how the board and its committees operate.

Changes to AIM rules on 30 March 2018 require AIM companies to apply a recognised corporate governance code by 28 September 2018.

The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26). The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.

The board considers that it does not depart from any of the principles of the QCA Code. The Board believes that it complies with all ten principles of the QCA code, although it has identified one area where it is not complicit with regard to the balance of the board, however it intends to address this and appoint another non-executive in the future.

Tim Linacre
Non-Executive Chairman

Board composition and compliance

The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and non-executive directors of which at least two should be independent. The board is currently made up of three executive and four non-executive directors.

Board evaluation

For many years we have supported the QCA Code’s principle to review regularly the effectiveness of the board’s performance as a unit, as well as that of its committees and individual directors.

Shareholder engagement

The Chairman, CEO and CFO have made significant efforts to renew and continue effective engagement with both institutional and private shareholders in conjunction with the announcement of our annual and interim results, meeting both existing and potential investors. The board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its audit committee. The directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group’s position and performance, business model and strategy.

The following paragraphs set out Frenkel Topping’s compliance with the ten principles of the QCA Code.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

The purpose of the group is described in in the Frenkel Topping mission, which is to be a major manager of wealth for vulnerable Clients, as well as being an innovator and employer of choice. Our reputation in this arena is allowing us to extend our offering to new Clients through the provision of general independent financial advisory services and through managing Clients’ assets on a discretionary basis. We believe that the quality of the service we provide and our reputation with our Clients and their advisors, plus the wider range of services we can provide will contribute to the growth of in sales revenue and assets under management and the operational gearing we will enjoy as the business grows will accelerate the growth in shareholder value. The key challenges we face include:

  • Maintaining consistently high levels of quality – high standards are rightly expected by our Clients and their advisors and it is our responsibility to continue to raise standards and meet those expectations.
  • Extending the services and products we can offer – our reputation as the leading specialist independent financial advisor and wealth management business to the vulnerable in society is allowing us to extend the services we can offer into the provision of generalised independent financial advice and into discretionary fund management. Developing these opportunities and increasing the scale of the business will deliver growth for our shareholders.
  • Investing in developing our people – we do not believe that our industry does enough to train new financial advisors. The skills needed by the advisors we employ are even more specialised. Accordingly, we are investing in junior advisors to become the lead advisors of tomorrow and we have launched a graduate training academy to train the best talent to become the technical advisors, para-planners and consultants of the future.
  • Recruiting, motivating and retaining our team of consultants – the group’s capacity for generating new business and retaining existing Clients is dependent, in part, on the consultants we employ.
  • Recruiting and retaining suitable office-based staff– the group’s ability to execute its strategy is dependent on the skills and abilities of all of its staff. We undertake ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market.

We believe we have the right strategy in place to deliver strong growth in sales over the medium to long term. We expect that the new services added will contribute to the growth in revenues and AUM and that the operational gearing within the organisation will result in improving EBITDA margins and the value of the Group. This will enable us to deliver sustainable shareholder value.

Principle 2: Seek to understand and meet shareholder needs and expectations

Responsibility for investor relations rests with the CEO, supported by the CFO, whilst giving shareholders access to the Chairman if and when requested. These meetings are organised by the Group’s Nomad, finnCap, at or close to results announcements or when requested, or directly with the company as requested by investors. The group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage shareholders’ participation in face-to-face meetings. A range of corporate information (including all Frenkel Topping announcements) is also available to shareholders, investors and the public on our website.

Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 20 days before the meeting. The chairman of the board and all committees, together with all other directors whenever possible, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll.

Institutional shareholders: The directors actively seek to build a mutual understanding of objectives with institutional shareholders. Our CEO makes presentations to institutional shareholders and analysts immediately following the release of the full-year and half-year results. We communicate with institutional investors frequently through a combination of formal meetings, and informal briefings with management. The majority of meetings with shareholders and potential investors are arranged by the broking team within the group’s nominated advisor. Following meetings, the broker provides anonymised feedback to the board from all fund managers met, from which sentiments, expectations and intentions may be gleaned. In addition, the broker reviews analysts’ notes to achieve a wider understanding of investors’ views. This information is considered by the board and has contributed to the preparation of the group’s investor relations strategy.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

StakeholderReason for engagementHow we engage
Staff – our ability to provide a professional service depends on having professional, intelligent, talented and motivated staff.
Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation.
  • Monthly meetings with consultants and regular meetings with administration staff to brief on developments in the industry and within the Company
  • Invitation to consultants and staff to ask questions of management that are answered in the briefings.
  • Periodic meetings with Consultants to receive feedback from them and the market in order to consider how this might influence the future direction of the business
Clients and their advisors – our success and competitive advantage is dependent upon fulfilling the expectations and requirements of our Clients and their advisors.
Understanding current and emerging requirements of current and potential Clients enables us to develop new and enhanced products and services.
  • Seek feedback on services provided and to earn recommendations to potential Clients.
  • Win new business and advise on the investment of Clients’ assets
Suppliers – four key groups of suppliers group support our business
  1. the investment managers whose products we recommend to our Clients
  2. the investment advisors who provide support to our fund management activity and
  3. the providers of computer services who action investment decisions made on behalf of our Clients and report the performance of their assets.
  4. Our legal and professional advisors
To deliver the services that we provide to our Clients.
  • We optimise our systems to efficiently and safely complete the investments made on behalf of Clients and accurately and promptly report the performance of the assets invested.
  • We monitor the performance of the funds in which their assets are invested to ensure that they are performing in line with our and the Clients’ expectations.
  • We work closely with our legal and professional advisors to achieve the best outcomes for shareholders
Shareholders – as a public company we must provide transparent, easy-to-understand and balanced information to ensure support and confidence.
Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.
  • Regulatory news releases.
  • Keep the investor relations section of the website up to date.
  • Annual and half-year reports and presentations.
  • AGM.
Regulatory bodies – the services we provide must meet certain requirements.
  • The Financial Conduct Authority regulates the conduct within our industry and sets standards that we are obliged to adhere.
  • The London Stock Exchange regulates companies listed on AIM.
  • ICAEW regulates Forth Associates Ltd.
  • Ongoing compliance and regular reporting in line with FCA requirements
  • Ongoing compliance with AIM requirements to meet the standard, transparency and frequency of financial reporting and Corporate Governance that the LSE sets.
  • Ongoing compliance with ICAEW requirements.
Communities - the advice we provide supports individuals who have been injured in an incident and helps them pursue compensation when they are entitled to compensation. In other cases, an injured party will receive no settlement.
The Frenkel Topping Charitable Foundation aims to provide some support to injured parties where they receive no compensation.
Activities to support fundraising for Frenkel Topping Charitable Foundation.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to liquidity and credit control. Managers and staff who may be aware of price sensitive information are required to seek approval from the CFO if they, or their families, plan to trade in the group’s equities.

Operational compliance is managed by the Group’s internal Compliance department with support from third party experts.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

The members of the board have a collective responsibility and legal obligation to promote the interests of the group 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 consists of seven directors of which three are executive and four are non-executives (Tim Linacre, Christopher Mills, Rt. Hon. Mark Field and Zoe Holland).

The board is supported by two committees: audit and remuneration. The board does not consider that it is of a size at present to require a separate nominations committee, and all members of the board are involved in the appointment of new directors.

There is currently two female and five male directors. The board remains confident both that the opportunities in the Company are not excluded or limited by any diversity issues (including gender) and that the board nevertheless contains the necessary mix of experience, skills and other personal qualities and capabilities necessary to deliver its strategy. Non-executive directors are required to attend 4 board and board committee meetings per year (in Salford and London) and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors. Meetings held during 2020 and the attendance of directors is summarised below:

Board meetings* Audit Committee Remuneration Committee
Possible Attended Possible Attended Possible Attended
Executive directors
Richard Fraser 7 7 2 2 1 1
Stephen Bentley (resigned 01.03.20) 1
Mark Holt 7 7
Elaine Cullen-Grant (appointed 01.03.20) 6 6
Non-executive directors
Paul Richardson (resigned 18.06.20) 4 4 2 2 1 1
Tim Linacre 7 7 2 2 1 1
Christopher Mills (appointed 20.05.20) 3 3

* There was one further meeting called and held by conference call for the sole purpose of approving the interim results announcement

The board has a schedule of regular business, financial and operational matters, and each board committee has compiled a schedule of work to ensure that all areas for which the board has responsibility are addressed and reviewed during the course of the year. The chairman is responsible for ensuring that, to inform decision-making, directors receive accurate, sufficient and timely information. The company secretary compiles the board and committee papers which are circulated to directors prior to meetings. The company secretary provides minutes of each meeting and every director is aware of the right to have any concerns minuted and to seek independent advice at the group’s expense where appropriate.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Four members of the board bring relevant sector experience in independent financial advice, two have at least twenty
years of public markets experience,two members are chartered accountants and two are trained solicitors. The board
believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable
it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that
their knowledge remains current.

Tim Linacre, Non-Executive Chairman

Term of office: Appointed Non-Executive Chairman on the 17th June 2020, joined as Non-Executive Director on 19 June
2018; member of the Audit Committee and member of the Remuneration Committee.

Background and suitability for the role: Tim is a chartered accountant and an experienced City practitioner. After
qualifying with Deloitte Haskins and Sells he spent 5 years with Hoare Govett before moving to Panmure Gordon in 1992,
working at that firm for 20 years including 8 years as CEO. Tim is currently Chief Executive at Instinctif Partners, a
leading business communications firm.

Current external appointments: Instincif Partners

Time commitment: one to two days per month.

Christopher Mills, Non-Executive Director

Term of office: Joined as Non-Executive Director on 20 May 2020; member of the Audit Committee and member of the
Remuneration Committee.

Background and suitability for the role: Christopher is the is currently the Chief Executive Officer and Investment
Manager of North Atlantic Smaller Companies Investment Trust plc, a UK listed investment trust, and a Non-Executive
Director of several companies including MJ Gleeson plc, EKF Diagnostics Holdings plc and Augean plc. Mr. Mills was
appointed a Non-Executive Director of Harwood Wealth Management Group plc (“Harwood Wealth”) in 2016, an AIM listed
financial planning and discretionary wealth management firm business which he helped to build. Harwood Wealth was
acquired by Hurst Point, a company formed by funds managed by US private equity firm Carlyle Group for GBP91m earlier
this year.

Current external appointments: North Atlantic Small Companies Investment Trust and other companies as a Non-Executive

Time commitment: one to two days per month.

Rt. Hon, Mark Field, Non-Executive Director

Term of office: Joined as Non-Executive Director on 26 January 2021; chair of the Audit Committee and member of the
Remuneration Committee.

Background and suitability for the role: Mark is a former MP and FCO Minister who, during his tenure in UK Parliament,
represented the prestigious central London constituency of the Cities of London and Westminster. Mr Field held this
position for over 18 years during which time he also served as the Minister for State at the Foreign and Commonwealth
Office and as vice-chair of the Conservative Party. Prior to this, Mark practised as a corporate lawyer at Freshfields
and also set up, ran, and sold Kellyfield Consulting, a specialist legal recruitment company. Since leaving Parliament,
Mark has embarked on a portfolio career which includes senior advisory roles to multiple public and private sector
companies. Most recently, Mark has been appointed as Chairman of Capital International Bank, a new digital bank based in
the Isle of Man.

Current external appointments: M C Field Consulting Limited and Capital International Bank, Isle of Man

Time commitment: one to two days per month.

Zoe Holland, Non-Executive Director

Term of office: Joined as Non-Executive Director on 22 February 2021; chair of the Remuneration Committee and member of
the Audit Committee.

Background and suitability for the role: Zoe has over 25 years’ legal and business experience and is currently managing
director of ZebraLC, a multi award winning adviser to the UK legal sector, having founded the business in 2012. Zoe is
recognised as a trusted advisor to law firms, banks, funders, ATE insurers, accountants and private investors looking
for advice upon WIP valuation, legal sector market knowledge, receivables risks, governance, financial and operational
risk management including restructuring and turnaround. She has also advised in a number of the legal sector’s highest
profile PI and clinical negligence M&A deals, advising acquisitive law firms and private equity investors.

Prior to ZebraLC Zoe served as Interim CEO of AMS LLP originally contracted as a consultant. She began her legal career
at specialist clinical negligence firm Alexander Harris LLP and in her early career assisted in the Shipman Inquiry and
the Myodil Litigation against GLAXO. She went on to head a team managing catastrophic injury and mismanaged birth
claims. She them moved in in the same role at Irwin Mitchell LLP. Zoe is a trained solicitor having trained at the
University of Manchester and the College of Law.

Current external appointments: ZebraLC Limited , Jackson Lees Group Limited, Chair of Silk Elephant CIO

Time commitment: one to two days per month.

Richard Fraser, CEO and Company Secretary

Term of office: Richard joined Frenkel Topping Ltd in 1991, was appointed at Managing Director in 1999 and appointed to
the board of Frenkel Topping Group Plc in 2001.

Background and suitability for the role: Richard joined Frenkel Topping Ltd (trading subsidiary of Frenkel Topping Group
Plc) in 1991 after gaining experience in financial services whilst working at Lloyds Bank, Bradford and Bingley Building
Society and Scottish Widows. Richard has been fully involved in the development of both structured settlements and
Frenkel Topping Ltd, becoming Managing Director in 2000. He played a key role in the appointment of Frenkel Topping Ltd
as an alternative investment broker to the Court of Protection and Richard has also been a regular speaker at financial
services conferences across the UK.

Current external appointments: None

Time commitment: Full time.

Mark Holt, Commercial Director

Term of office: Originally engaged as a senior consultant in 2011, Mark was appointed Commercial Director and joined the
board on 1 September 2016.

Background and suitability for the role: Since graduating in 1996, Mark has worked in the Financial Services Industry,
working for Nelson’s Money Managers before joining Barclays Financial Management in 1998. He was Managing Director of
his own IFA firm which he ran successfully before joining Frenkel Topping. Mark has written a response to The Ministry
of Justice on the Discount Rate Consultation and regularly spends time in Chambers delivering training seminars to
Counsel and Solicitors on the discount rates used to quantify personal injury and clinical negligence settlements and
periodical payments. He is authorised and regulated by the Financial Conduct Authority and currently holds the
‘Statement of Professional Standing’ as issued by the London Institute of Banking and Finance.

Current external appointments: None

Time commitment: Full time.

Elaine Cullen-Grant, Chief Financial Officer

Term of office: Elaine joined Frenkel Topping in 2009 as Group Financial Controller and was appointed to the
board as CFO on 1 March 2020.

Background and suitability for the role: Elaine qualified as a Chartered Management Accountant in 2010 and,
prior to joining Frenkel Topping, was a Financial Reporting Accountant at Carillion Utility Services and worked in
various finance functions at Bupa.

Current external appointments: None

Time commitment: Full time.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous

The Chairman is responsible for the board evaluation process which involves a 360-degree review in which each gathers
feedback from a number of sources, including peers, direct reports, more senior colleagues. The review considers
effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession
and related matters, communications, ethics and compliance, corporate governance and individual contribution.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

Our long-term growth is underpinned by our five core values, they are:

  1. We place our Clients first. The criteria applied in recruiting our consultants and other
    front-line staff include both technical capabilities and their people skills because being able to relate to our
    Clients is a key responsibility of all members of our team. Putting ourselves in the shoes of our Clients to
    understand their current and future needs helps us to relate to the people for whom we are providing advice and
    investing their assets.
  2. We have an enduring positive attitude that stems from being self-motivated, adaptable and agile
    and feeling fully empowered to make a difference, speaking out with ideas and suggestions to make things better.
  3. We are team players who recognise that Frenkel Topping is a company worth much more than the sum
    of its parts, we are passionate about communicating with colleagues and our Clients and their advisors.
  4. We are committed to improving the service we provide by understanding the needs of our Clients
    and their advisors and by exploiting the information technology that is available to us.
  5. We respect one another and are courteous, honest and straightforward in all our dealings, we
    honour diversity, individuality and personal differences, and are committed to conducting our business with the
    highest personal, professional and ethical standards.

The culture of the group is characterised by these values which are communicated regularly to staff through internal
communications and forums. The board believes that a culture that is based on the five core values is a competitive
advantage and consistent with fulfilment of the group’s mission and execution of its strategy. The culture is monitored
through the use of a widely-used satisfaction and engagement survey that is operated on an annual basis and to which all
permanent staff are invited to contribute. The board reviews the findings of the survey and determines whether any
action is required.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the board

The board provides strategic leadership for the group and operates within the scope of a robust
corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves
setting the culture, values and practices that operate throughout the business, and defining the strategic goals that
the group implements in its business plans. The board defines a series of matters reserved for its decision and has
approved terms of reference for its audit and remuneration committees to which certain responsibilities are delegated.
The chair of each committee reports to the board on the activities of that committee.

The Audit Committee monitors the integrity of financial statements, oversees risk management and
control, monitors the effectiveness of the internal audit function and reviews external auditor independence.

The Remuneration Committee sets and reviews the compensation of executive directors including the
setting of targets and performance frameworks for cash- and share-based awards.

The Executive board, consisting of the executive directors, operates as a management committee, chaired
by the CEO, which reviews operational matters and performance of the business, and is responsible for significant
management decisions while delegating other operational matters to individual managers within the business.

The Chairman has overall responsibility for corporate governance and in promoting high standards
throughout the group. He leads and chairs the board, ensuring that committees are properly structured and operate with
appropriate terms of reference, ensures that performance of individual directors, the board and its committees are
reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication
between the group and its shareholders.

The CEO provides coherent leadership and management of the group, leads the development of objectives,
strategies and performance standards as agreed by the board, monitors, reviews and manages key risks and strategies with
the board, ensures that the assets of the group are maintained and safeguarded, leads on investor relations activities
to ensure communications and the group’s standing with shareholders and financial institutions is maintained, and
ensures that the board is aware of the views and opinions of employees on relevant matters.

The Executive Directors are responsible for implementing and delivering the strategy and operational
decisions agreed by the board, making operational and financial decisions required in the day-to-day operation of the
group, providing executive leadership to managers, championing the group’s core values and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the
application of their external experience and knowledge, scrutinise the performance of management, provide constructive
challenge to the executive directors and ensure that the group is operating within the governance and risk framework
approved by the board.

The CFO is responsible for providing clear and timely information flow to the board and its committees
and supports the board on matters of corporate governance and risk.

The matters reserved for the board are:

  • Setting long-term objectives and commercial strategy.
  • Approving annual operating and capital expenditure budgets.
  • Changing the share capital or corporate structure of the group.
  • Approving half-year and full-year results and reports.
  • Approving dividend policy and the declaration of dividends.
  • Approving major investments, disposals, capital projects or contracts.
  • Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars.
  • Approving changes to the board structure.

The board has approved the adoption of the QCA Code as its governance framework against which this statement has been
prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as
appropriate as the group evolves.  

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders

In addition to the investor relations activities described above, the following audit and remuneration committee reports
are provided. The votes at the Group’s most recent AGM held on 3rd June 2020 were cast as follows:

Votes For Votes Against Votes Abstained
Ordinary Resolution 1 To receive the audited accounts and the auditors’ and directors’ reports for the year ended 31 December 2019. 22,466,936 -  -
Ordinary Resolution 2 To approve the payment of a final dividend for the year ended 31 December 2019 of 1.03 pence per share 22,466,936 -  -
Ordinary Resolution 3 To elect Elaine Cullen-Grant as a director 22,466,936  -
Ordinary Resolution 4 To re-elect Richard Fraser as a director 18,318,810 - 4,148,126
Ordinary Resolution 5 To appoint Haysmacintyre LLP as auditors. 22,466,936 -  -
Ordinary Resolution 6 To authorise the directors to determine the auditors’ remuneration. 22,466,936 -  -
Ordinary Resolution 7 That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (Allotment Rights), but so that: (a)             the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £251,839, of which: (i)               half may be allotted or made the subject of Allotment Rights in any circumstances; and (ii)              the other half may be allotted or made the subject of Allotment Rights pursuant to any rights issue or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue; (b)             this authority shall expire at the close of business on 30 June 2021 or, if earlier, on the conclusion of the Company’s   annual general meeting to be held in 2021; (c)              the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and (d)             all authorities vested in the directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked. 22,466,936 -  -
Special Resolution 8 That, subject to the passing of resolution 7 in the notice of this meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 7 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to: (e)             the allotment of equity securities in connection with any rights issue or open offer or any other pre-emptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and (f)               the allotment of equity securities (other than pursuant to paragraph 8(a) above) with an aggregate nominal value of £18,888, and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 7 in the notice of this meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired. 22,465,936 1,000  -
Special Resolution 9 That, subject to the passing of resolution 7 in the notice of this meeting and in addition to the power contained in resolution 8 set out in the notice of this meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 7 in the notice of this meeting or by way of sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is: (g)             limited to the allotment of equity securities up to an aggregate nominal value of £18,888; and (h)             used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of this meeting, and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 7 in the notice of this meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.   22,465,936 1,000  -
Special Resolution 10 That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of ordinary shares in its capital, provided that: (i)               the maximum aggregate number of such shares that may be acquired under this authority is 7,555,164; (j)               the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value; (k)              the maximum price (exclusive of expenses) which may be paid for such a share is five per cent above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the date on which the share is contracted to be purchased or, in the case of a tender offer, the terms of the tender offer are announced; (l)               this authority shall expire at the close of business on 30 June 2020 or, if earlier, on the conclusion of the Company’s next annual general meeting; and (m)            before such expiry the Company may enter into a contract to purchase shares that would or might require a purchase to be completed after such expiry and the Company may purchase shares pursuant to any such contract as if the authority had not expired.   22,465,936 1,000  -

Audit Committee Report

During 2020, the Audit Committee continued to focus on the effectiveness of the controls throughout the group. The Audit
Committee consisted of Paul Richardson (resigned 18/06/20), Richard Fraser, Tim Linacre and Christopher Mills (appointed
18/06/20). The committee met twice, once to review the 2019 Audit Findings Report with the external auditor and a second
time to appoint a new external auditor.. The external auditor meets with the CFO on a regular basis to be briefed on
developments in the Group and with the CEO as an when necessary.  Consideration was given to the auditor’s pre- and
post-audit reports and these provide opportunities to review the accounting policies, internal control and the financial
information contained in both the annual and interim reports. The committee also met with the auditors with no
executives present.

The 2021 Audit Committee will continue the same focus and consists of Mark Field, chair, Tim Linacre, Richard Fraser,
Christopher Mills and Zoe Holland.

Remuneration Committee Report

The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and to make
recommendations to the board on the remuneration of executive directors. In addition, the committee oversees the
creation and implementation of all-employee share plans. Through 2020, the Remuneration Committee consisted of Tim
Linacre and Christopher Mills. The committee met once. In setting remuneration packages the committee ensured that
individual compensation levels, and total board compensation, were comparable with those of other AIM-listed companies.

The 2021 Remuneration Committee consists of Zoe Holland, chair, Tim Linacre, Mark Field and Christopher Mills.

The Group’s Financial Statements, Interim Results and Notice of the Annual General Meeting can be found on the Group’s
website or through the following links:

To download Adobe Acrobat free of charge, click here.

Part of the Frenkel Topping Group

Click the logos below to explore our group sites

© Frenkel Topping Group Plc