The Board of Directors is committed to maintaining appropriate standards of corporate governance and has decided to apply the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”).
Details of how the Company complies with the QCA Code are set out in the Chairman’s Corporate Governance Statement below.
The Company’s shares were admitted to trading on AIM on 25 June 2019 and I am pleased to report to shareholders on the plans in place to fully comply with the QCA’s Corporate Governance Code (the “QCA Code”), the corporate governance code adopted by the Board of Directors in compliance with AIM Rule 26.
Further corporate governance disclosures will be included in the Company’s Annual Report for the year ending 31 March 2022 (the “2022 Annual Report”).
Role of the Chairman
The Board as a whole is responsible for effective corporate governance. As Chairman of the Board, I have overall responsibility for the corporate governance arrangements of the Company in addition to ensuring that corporate governance arrangements are fully adopted within the Company.
In addition, my role as Chairman is to lead and supervise the Board, ensuring its smooth running and the effective contribution of all Board members, and to ensure that the Board is properly enabled and resourced to be in control of the business.
Strategy and business model
Information about the Company’s business can be found here. Further information relating to the Company’s purpose, business model and strategy and key challenges in the execution of the Company’s strategy will be included in our 2022 Annual Report.
Relations with shareholders
Both I and the Senior Independent Director are responsible for shareholder liaison and, joined by the Executive Directors, will have regular dialogue with institutional investors, particularly following the publication of interim and full year results.
Private shareholders will be encouraged to attend the Annual General Meeting at which the Group’s activities are considered and questions answered. Any material presented (including the results of shareholder votes) will be uploaded to the Company’s website. Annual Reports will be included on the Company’s website and press releases together with other information about the Company are available here.
The Board will report on the implementation of its approach to shareholder engagement in the 2022 Annual Report. It will also include reports from me as well as the Chairmen or Chairwomen of the Board Committees which will describe their roles and the work undertaken during the year.
Stakeholder and social responsibilities
The Group’s key stakeholders (other than its shareholders, whom I have addressed above), are considered to be both the Group’s staff and its client base. The Group is committed to client focussed outcomes and believes that long term client relationships benefit the client, the Group and its staff. Client feedback is best monitored by repeat business and sustained relationships. The Group will engage with staff through the year and during its staff feedback cycle to ensure that it continues to operate a fair and productive working environment for all staff. Further information will be available in the 2022 Annual Report. Social inclusion and taking a medium-term view in its development in all aspects of the business will be keynotes of our Company’s progress and reputation.
The Directors are responsible for establishing and maintaining the Company’s system of internal control and reviewing its effectiveness. The Company’s key risks were set out in its admission document (available here). The Argentex Executive Committee (overseen by the Board which will approve or reject its recommendations) will agree the Group’s strategy and approve risk appetite, policies and procedures and any delegation of functions internally or externally. They will also monitor the risk management profile, capital and liquidity positions. Additional information about the Company’s approach to risk management will be set out in the 2022 Annual Report.
The Board is responsible for leading and managing the Company which it does by reserving matters for board approval and delegating certain decisions to management. A summary of the matters reserved for the Board can be found here. The Board as a whole, in conjunction with the Nominations Committee, will be responsible for further recruitment and succession planning. New appointments will be agreed by the Board with input from all parties robustly challenged, including Independent parties and the NOMAD.
The Board is comprised of the Chairman, the Chief Executive Officer, the Chief Financial Officer, one non-independent Non-executive Director and three independent Non-executive Directors. The Company has established an Audit Committee, a Nominations Committee and a Remuneration Committee. Details of these committees can be found below.
The 2022 Annual Report will include the time commitment of, and the number of Board and Committee meetings attended by, the Directors.
The Board has an appropriate balance of skills and experience, as well as an appropriate balance of personal qualities and capabilities. Details of each Director including their experience and employment history can be found here. The Board considers that fundamental to its success is an Executive function with significant experience in financial markets and with recognised accountancy qualifications and sufficient experience post-qualification. The Non-executive Directors are required to have a strong background in business, with complementary skills across finance, financial services and the listed business environment.
The 2022 Annual Report will include information about how the skillsets of the Directors remain up to date, how the Company approaches succession planning and information relating to external advisers.
The Board intends to undertake a formal review of its performance during the 2023 financial year, with details of the review, its findings and the resulting actions agreed by the Board being published in the 2023 Annual Report.
Ethical values and behaviours
The Directors have responsibility for ensuring that individuals employed by the Group demonstrate the highest levels of integrity and conduct, which will be communicated by the Chairman’s statement. Management undertake reviews of its employees regularly, both informally and in formal appraisals. The Group has policies for Training and Competence, Anti-corruption and Bribery and a Share Dealing Code.
The Board will review the culture within the Company during the 2023 financial year and will provide an update to shareholders in the 2023 Annual Report.
Governance structure and processes
There is a clear division of responsibilities between the Chairman, who is responsible for supervising the Board, and the Chief Executive Officer, who are responsible for managing the Company on the Board’s behalf.
The Company has established an Audit & Risk Committee, a Nominations Committee and a Remuneration Committee. These committees will meet as required during the 2020 financial year. Details of the committees can be found here.
The Board intends to keep its corporate governance framework under review. Any changes to the corporate governance framework will be reported to shareholders in the 2022 Annual Report.
If anyone would like to discuss any aspects of this Letter, I would be delighted to meet or speak with them. This continues to be an exciting time for our Company but it would be nothing without its Shareholders, Clients and its People and I welcome them all as Argentex Group Plc.
Lord Digby Jones of Birmingham KB
Last updated 14th July 2022
Nigel Railton (Non-executive Chairman)
Nigel recently stepped down as the CEO of Camelot UK Lotteries Ltd having held the position since June 2017. Mr. Railton previously served as Financial & Operations Director of Camelot Group plc (from November 2007) and Finance Director of Camelot Group plc (from 2003) and was responsible to its Board for all aspects of financial control, compliance, reporting and supplier development in its operation of the National Lottery. Prior to Camelot, he served as Senior Management Accountant of Daewoo Cars Ltd., from 1996 to 1998. Beginning his career at British Rail, he progressed through various finance roles before reaching management grade and served as Assistant Financial Manager from 1989 to 1991. Mr. Railton then joined Network South-East in 1991, moving to Railtrack plc as a Project Accountant in 1992 and Railfreight Distribution as a Management Accountant from 1993 to 1994. Mr. Railton is a Qualified Accountant and is a Member of the Chartered Institute of Management Accountants (ACMA).
Jim Ormonde (Interim Chief Executive Officer)
Jim Ormonde has been appointed to act as Chief Executive Officer on an interim basis. Previously, Mr Ormonde was CEO of Cardsave, one of Europe's largest independent payments businesses. He was also a director of Retail Merchant Services which was sold successfully to TCV Private Equity. He has acted as a consultant and adviser to various Fintech businesses, including Argentex, and is currently Chairman of Gusbourne plc, an AIM listed English wine producer.
Digby Jones, Baron Jones of Birmingham KB (Independent Non-executive Director)
Lord Jones graduated from University College London and spent 20 years with corporate law firm Edge and Ellison working his way up from Articled Clerk to Senior Partner. He was Director General of the Confederation of British Industry for six and a half years and was knighted for his services to business and charity in 2005. After leaving the CBI in 2006 he spent 12 months as advisor to Deloitte and Barclays Capital, as well as being the UK Skills Envoy. In 2007 Lord Jones was appointed Minister of State for UK Trade and Investment, becoming a life peer but not joining the party of government. Lord Jones is an active crossbencher in the House of Lords. He serves as non-executive chairman of Triumph Motorcycles Ltd, Thatcher’s Cider Ltd, One Asset Ltd (trading as Elonex) Metalfloor UK Ltd, ProBuild 360 Ltd and On Logistics Ltd and is a non-executive director of Leicester Tigers plc and drp Holdings Ltd. He is a corporate ambassador to Aon Risk Solutions. Lord Jones was also non-executive deputy chairman of the Unipart Experts Practices (UEP) Division (2013-2017), chairman of the International Advisory Board of HSBC (2009-2012), chairman of the international advisory board of British Airways plc (2010-2014) and chairman of Celixir plc (2015-2018). He was also a senior adviser to BP plc (2012-2015) and to Harvey Nash plc (2010-2017) and a corporate ambassador to Jaguar Cars (2009-2017) and to JCB (2010-2015).
Henry Beckwith (Non-executive Director)
Mr. Beckwith is a founding partner of Argentex. Mr. Beckwith is a director of Pacific Investments and leads their financial services and asset management division, taking an active role in both deal origination and the management of the portfolio of companies. In 2011 he became a founding shareholder of Zorin, a leading provider of alternative finance for the UK property market. In 2016 he became a founding partner of Pacific Asset Management, the core asset management business of Pacific Investments. Mr. Beckwith is a graduate of Newcastle University and a member of both the Chartered Financial Analyst Institute and the Society of Technical Analysis.
Jonathan Gray (Senior Independent Non-executive Director)
Mr. Gray has considerable financial services experience having worked in senior roles in the City of London at HSBC, UBS and NCB. He founded and now works at Elm Square Advisers, a corporate finance boutique. Mr. Gray has substantial public company experience and has worked on numerous flotations. He has served as a non-executive director on the board of Tescom, an AIM-listed software business and also as non-executive chairman of PGF II SA, a Luxembourg domiciled private property fund. Mr. Gray is currently an independent non-executive director of Urban Logistics REIT plc.
Tim Haldenby (Independent Non-executive Director)
Tim was appointed as Chief Data Officer at Camelot UK Lotteries Limited in 2022, after rejoining the UK business in 2018 as Chief of Staff, after previously joining Camelot Global as Head of Strategy in 2014. Tim is a qualified management accountant (CIMA).
Audit and Risk Committee
The Audit and Risk 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 and Risk Committee monitors the need for an internal audit function.
The Audit and Risk Committee is comprised of all of the Non-executive Directors and Tim Haldenby is chair. The Audit and Risk Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Committee will also meet frequently with the Company’s external auditors.
The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board. The Nominations Committee is comprised of all of the Non-executive Directors and Digby Jones is chair. The Nominations Committee will meet at least twice a year and otherwise as required.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of executive Directors 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, share options or other long term incentive plans. The remuneration of non-executive Directors will be a matter for the chairman and the Executive Directors. No Director will be involved in any decision as to his or her own remuneration. The Remuneration Committee is also responsible for issuing awards of shares and options to purchase Ordinary Shares under the Company’s proposed share incentive plans. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Corporate Governance Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance.
The Remuneration Committee is comprised of all of the Non-executive Directors and Jonathan Gray is chair. The Remuneration Committee will meet at least twice a year and otherwise as required.
Argentex LLP is managed through the Executive Committee. The Group has delegated to the Executive Committee the day to day management of the LLP. The Executive Committee will, in the first instance, consist of Lord Jones (representative of Argentex Capital), Jo Stent, David Christie, David Winney, Kit Smith, Joseph Duffelen and Remi Digby. The Executive Committee has the power, inter alia, subject to the prior approval of Argentex Capital, to (i) approve the admission of additional members; (ii) approve and/or require the retirement of the Continuing Members; (iii) vary the Continuing Members’ capital interests; and (iv) set the amount of monthly drawings for the Continuing Members.
The Executive Committee meets at a minimum quarterly. The Executive Committee provides structure and assumes responsibility for management of the Group and the risks faced by the Group at a micro and macro level.
The Company has adopted a policy regarding matters reserved for the Board. Those matters include (amongst other things):
- Board appointments or removals, following recommendations from the Nominations Committee.
- The appointment of directors to specified offices of the Board (including the Chair and Senior Independent Director).
- Contracts not in the ordinary course of business.
- Approval of yearly proposals regarding the funding of the Group (and any material amendments to such proposals).
- Approval of any matter relating to litigation considered by the Board to be material to the Company, or material in the context of the Group as a whole.