Corporate governance

The board of Nexus Infrastructure plc (the “Company” or the “Group”) is responsible for the Group’s corporate governance and recognises the importance of high standards of corporate governance and integrity. The Company has adopted the Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies 2018 (the “QCA Code”). This statement sets out how the Company complies with the 10 principles of the QCA Code.

1. STRATEGY & BUSINESS MODEL

Nexus’ mission is to be recognised as the leading provider of essential infrastructure services in the UK, by delivering outstanding performance through a focus on innovation and customer service.

Details of the business model are included in the Annual Report, the strategic priorities are set out below and explained in detail in the Annual Report;

  • Increase market share within existing geographies
  • Expansion into new geographic markets
  • Diversification into new growth sectors
  • Leverage TriConnex to optimise cross-selling opportunities for Tamdown
  • Accretive acquisitions


2. UNDERSTANDING AND MEETING SHAREHOLDER NEEDS AND EXPECTATIONS

Feedback from investors is obtained through direct interaction between the CEO and CFO at meetings following its full year and half year results, and certain other ad-hoc meetings that take place thorughout the year. The Chairman is also available for shareholder consultation.

The voting record at the Company’s general meetings is monitored and we are pleased that all resolutions to date have been passed by shareholders. There is also regular dialogue with shareholders  through the Company’s corporate broker, Numis Securities, and the Company seeks to stay abreast of shareholder expectations and reactions through this and various other channels.


3. TAKING INTO ACCOUNT WIDER STAKEHOLDER & SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS

The Company’s business model identifies the key resources and relationships on which the business relies including:

  • Our People - Strong focus on staff development and learning across the Group as well as health, safety and well-being.

  • Markets - Attractive and growing addressable markets further supported in coming years by government housing strategies.

  • Financial - Attractive cash flow characteristics with a high cash balance resulting in a strong balance sheet.

  • Customers - Long-term relationships and partnerships to understand our customers and their individual challenges and needs.

  • Community - The Nexus Community Trust is a charitable trust that supports and helps local charities and those involved with the Company’s employees.

  • Suppliers – Long-term relationships exist with key suppliers to enable financial and other efficiencies, while diversity of suppliers ensures coverage.

4. EMBEDDING EFFECTIVE RISK MANAGEMENT

The Group has a well-established system of internal control and risk management procedures (including company risk registers), in order to identify, manage and mitigate risks.

In common with other organisations, the Group faces risks that may affect its performance. Identification, management and mitigation of such risks and uncertainties across the Group is an essential part of the ability to deliver the Group strategy.

The Board has identified those risks which are deemed principal to its business due to their potential severity and link to the Group’s strategy, markets and operations.

The principal risks and uncertainties identified by management and how they are being managed are set out on page 23-25 of the Annual Report and further detailed on page 42 of the AIM Admission Document.  

 

5. MAINTAINING A BALANCED AND WELL-FUNCTIONING BOARD

Inline with the QCA Corparate Governance Code published in April 2018, the board has carried out a review of the independence of the Non-Executive Directors and considers all to be independent.

Directors are expected to devote such time as is necessary for the proper performance of their duties, this will include; attendance at Board meetings, Board Sub-Committee meetings, the AGM, meeting with shareholders and other meetings such as strategy, development and risk anaysis.

The directors’ attendance at board and committee meetings during the financial year 2018:

 

 

Name

Position

Board

Committee membership

 

 

Maximum
possible
attendance

Meetings
attended

Remuneration

Audit

Nomination

Considered
independent

Geoff French CBE

Non – Executive
Chairman

5

5

Yes

Yes

Yes - Chair

Yes

Mike Morris

Chief Executive Officer

5

5

 

 

 

No

Alan Martin

Chief Financial Officer

5

5

 

 

 

No

Richard Kilner

Independent
Non-Executive Director

5

5

Yes - Chair

Yes

Yes

Yes

Alex Wiseman

 

Independent
Non-Executive Director

5

5

Yes

Yes - Chair

Yes

Yes


6. HAVING APPROPRIATE EXPERIENCE, SKILLS AND CAPABILITIES ON THE BOARD

The details of the directors experience, skills, personal qualities and capabilities are set out on p26 of the Annual Report. The Board as a whole is satisfied that its skills, qualities and capabilities are appropriate at the current time.



7. EVALUATING BOARD PERFORMANCE

The Board carries out an internal annual Board performance evaluation. The evaluation considers matters such as; composition, effectiveness, balance, transparency, consideration of stakeholders feedback and regulatory understanding.

The board reviews the succession plans of both the Board and senior management on a regular basis. The Nomination Committee identify and nominate candidates for the approval of the board to fill vacancies as and when they arise. The Nomination committee also evaluate the balance of skills, knowledge, experience and diversity on an ongoing basis.

 

8. ETHICAL VALUES & BEHAVIOURS

The Board recognises its responsibility for establishing high ethical standards of behaviour and corporate governance and the Group has policies in place, including, but not limited to: health and safety; anti‑bribery; environmental protection; equal opportunities; equality and diversity; training and development; whistleblowing and modern slavery, to support our approach of conducting business in an open and transparent manner that is in line with the core values. The Company also operates a Disclosure Committee.

Modern Slavery Statement


9. MAINTAINING GOVERNANCE STRUCTURES AND PROCESSES

The Annual Report sets out;

  • the roles and responsibilites of the Chairman and Chief Executive page 29
  • the roles of the Audit, Remuneration and Nominations committees, pages 28 - 35
  • matters reserved for the Board page 28

The reporting and governance structure is reviewed on a regular basis and is enhanced as the Group’s trading entities evolve and grow.

The Board

The board will meet regularly and will be responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The board has delegated specific responsibilities to the committees referred to below.

Audit committee

The Company has established an Audit Committee, which comprises Alex Wiseman as Chairman, with Geoff French, Richard Kilner and Ffion Griffith as members. It will meet at least twice a year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit committee is responsible for determining the application of the financial reporting and internal control principals including reviewing regularly the effectiveness of the Company’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.

Remuneration committee

The Company has established a Remuneration Committee which comprises Richard Kilner as Chairman, with Geoff French, Alex Wiseman and Ffion Griffith as members, who will review the performance of the executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre.

Nomination committee

The Company has established a Nomination Committee which comprises Geoff French as Chairman, with Richard Kilner, Alex Wiseman and Ffion Griffith as members and will be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.

 

10. COMMUNICATING WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

The Board recognises the importance of effective communication with its shareholders and other stakeholders. This is achieved through shareholder meetings with the CEO and CFO, the AGM, RNS and RNS Reach announcements and the wide range of corporate information on the company’s website.



Updated 18 February 2019