The Board recognizes the value and importance of high standards of corporate governance and observes the requirements of The Corporate Governance Code published by the Quoted Companies Alliance (“QCA”).
The Company complies with all the provisions of the QCA with the exception of the following;
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
Premier Technical Services Group PLC (“PTSG”) is the UK’s leading provider of façade access and fall arrest equipment services, lightning protection and electrical testing, steeplejack and rope access services and fire solutions. PTSG aims to maintain and expand its position its chosen markets through the company’s;
Principle 2: Seek to understand and meet shareholder needs and expectations
PTSG is committed to listening and communicating with its shareholders to ensure that its strategy, business model and performance are clearly understood.
Copies of our annual report (which includes the notice of AGM) and the interim report are sent to all shareholders and copies can be downloaded from the investor relations section of our website, www.ptsg.co.uk along with company presentations – alternatively, they are available on request by writing to the Company Secretary at 13 Flemming Court, Whistler Drive, Castleford WF10 5HW.
We have an on-going programme of individual meetings with institutional shareholders and analysts following the full year and half-year results. Additional meetings with institutional investors and / or analysts are arranged from time to time. Board members receive copies of feedback reports from the City presentations and meetings, thus keeping them in touch with shareholder opinion.
The board supports the use of the AGM to communicate, in particular, with private investors and all directors are present at the AGM to answer any questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are announced by a Regulatory News Service (“RNS”) and are detailed on the website.
Principle 3; Take into account wider stakeholder and social responsibilities and their implications for long term success
In addition to our shareholders, suppliers, customers and employees are out most important stakeholder Groups.
All new employees receive a full induction into the business and are kept regularly updated via a quarterly newsletter which is sent to all employees. Due to the niche specialist services which PTSG offer, we have a comprehensive training and skill matrix to ensure all employees have the necessary skills to perform their job safely. In addition there is a full suite of policies that can be downloaded from our web-site.
PTSG undertakes regular reviews and meetings with both suppliers and customers to ensure that our combined responsibilities are understood and adhered to. This is supplemented by a regular customer newsletter.
Principle 4: Embed effective risk management, considering both opportunities and threats throughout the organisation
The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans.
Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board; such reserved matters includes, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board formally meets 10 times annually to review performance.
The Board approves the annual budget each year. This process allows the Board to identify key performance targets and risks expected during the upcoming year. The Board also considers the agreed budget when reviewing trading updates and considering expenditures throughout the year. Progress against budget is monitored via monthly reporting of actual financial performance against budget and prior year actual results.
The Group has clear authority limits deriving from the list of matters reserved for decision by the Board including amongst other things; capital expenditure approval procedures, material business contracts and major corporate transactions..
Principal risks and uncertainties
Pre-empting, assessing and managing risk is an important part of what we do at PTSG. Our leadership team has intricately assessed and established an effective command and control structure that drives processes and procedures that are designed to reduce risks that could conceivably occur within the organisation and across our supply chain partnerships.
Delivery plans are aligned to our business strategy and they are designed to reduce any potential risks whether they are safety-related, financial or operational.
Disclosure of the principal risks and uncertainties together with mitigation factors can be found in our Annual Report and Accounts.
There is no internal audit function due to the size of the Group and the close involvement of senior management over the Group’s accounting systems; however, this is reviewed annually by the Audit Committee.
Share dealing code
The Company has adopted a share dealing code for the Directors and applicable employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities (including, in particular, Rule 21 of the AIM Rules). The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM.
The Company has taken proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of the AIM Rules (including Rule 21).
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Code recommends a balance between Executive and Non-executive Directors and that there should be a minimum of two independent Non-executive Directors. The Company has two Non-executive Directors; Alan Howarth and Michael Higgins, in addition to the Chairman and three Executive Directors, thus providing balance within the Board.
The Directors consider all Non-executive Directors to be independent. Each of the Directors is subject to either an executive service agreement or letter of appointment. The Company’s Articles of Association require one third of Directors to retire at every Annual General meeting.
The Board is satisfied that it has an appropriate balance between independence on one hand and knowledge of the business on the other.
The company had 10 Board meetings in the last 12 months with Board members attending all meetings they were invited to.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Details and biographies on the Directors can be found in the section “Board and committees” within the Investor Relations section of the Company’s website. The Board has a diverse range of skill, backgrounds and expertise to enable a broad evaluation of all matters considered and to contribute to a positive culture of mutual respect and constructive challenge.
The executive directors are expected to devote substantially the whole of their time, attention and ability to their duties, whereas, as one would expect, the non-executives have a lesser time commitment. Training is available on request, where appropriate. The Board is kept up to date with legal, regulatory and governance matters by the company Secretary. The non-executive directors also have other external appointments which help keep their skillset up to date.
In addition to being able to take independent professional advice, the directors also have direct access to the advice and services of the Company secretary
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
John Foley as Chairman assesses the individual contributions of the team, however, no formal evaluation has taken place. It is anticipated that this will occur in the future.
Succession planning, both at Board level and within our senior management team is vital to the stability and continued growth of PTSG. PTSG has its own training academy which enables staff to progress within the business and fill roles that are created or as they become available. All employees have a contract of employment which has notice periods commensurate with their seniority to ensure sufficient time to recruit and ensure a smooth hand over. Vendors of acquired businesses who remain in the business are tied to earn-out periods, which ensures continuity of the business.
Principle 8: Promote a culture that is based on ethical values and behaviours
There are formalised policies covering areas such as anti-bribery and corruption, ethical sourcing and whistleblowing amongst others to assess the state of the Company’s culture. The Board aims to lead by example and do what is in the best interest of the Company and regularly meets with staff in our open plan head office or at formal staff meeting or events.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
The role of the Chairman is to oversee the Board, fielding all concerns regarding the effective management of the Group and for ensuring appropriate strategic focus and direction. The role of the Chief Executive Officer is to formulate the strategic focus to the Board and to implement it in conjunction with the other executive Directors and the senior management team.
Information, meetings and attendance
The Board meets at least 10 times each year and has a full programme of Board meetings. The Board receives a comprehensive pack and has a clearly defined agenda which covers all areas of the business. The pack provides a full trading analysis against budget and includes detailed financial data and analysis.
The Company has external advisors on which it can call for expert advice on particular areas.
The Board has an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The Audit Committee comprises John Foley, Michael Higgins and Alan Howarth and is chaired by John Foley. The Audit Committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also meets regularly with the Company’s external auditors.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of Board members and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-executive Directors is a matter for the Chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration.
The Remuneration Committee comprises John Foley, Michael Higgins and Alan Howarth and is chaired by John Foley. The Remuneration Committee meets at least twice a year and otherwise as required.
The Company does not have a separate Nomination Committee as the Board is small and relatively stable. Any appointments are for the matter as the Board as a whole.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board recognises and understands that it has a fiduciary responsibility to the shareholders and other stakeholders. The Chairman’s Statement and Chief Executive’s Statement in the Annual Report and Accounts include detailed analysis of the Group’s strategy, performance and future expectations.
The Group’s website (www.ptsg.co.uk) allows shareholders access to information, including contact details and the current share price, as well as a link to “About us” which provided information on the business and the services offered by the divisions of the Group.
The Group also releases RNS statements which highlight important matters such as acquisitions, Board changes, results announcements and trading update, voting results as a result of shareholder meetings, new banking facilities and significant shareholder details amongst others.
The Chief Executive is responsible for on-going dialogue and relationships with shareholders, alongside the Finance Director and Chairman. They can be contact via our website www.ptsg.co.uk,by telephone 01977 668 771 or in writing to premier Technical Services Group plc, 13 Flemming Court, Whistler Drive, Castleford WF10 5HW.
Additionally, the Annual General Meeting provides a platform for the Board to communicate with shareholders and the Board welcomes the attendance and participation of all shareholders.
The Board received updates on the view of shareholders from the Executive Directors, Company’s brokers; Numis Securities Ltd and our Corporate and Financial PR provider; Hudson Sandler.