Applied Graphene Materials plc

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Corporate governance

The Board of Applied Graphene Materials recognises the importance of achieving high standards of corporate governance, integrity and business ethics for all of its activities. 

The Company has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. The report below sets out in broad terms how we comply at this point in time. We will provide annual updates on our compliance with the code. 

Principle

Extent of current compliance

Commentary

Further disclosure(s)

Establish

Establish a strategy and business model which promote long term value for shareholders

 

Fully Compliant

The Company has established 4 clear strategic goals, namely:

  • Generate revenues from the supply of graphene
  • Establish and develop customer relations
  • Maximise margins through dispersions
  • Increase capacity and produce high quality graphene 

Full details of our strategic focus, business model and our core markets are set out within the Annual Report.

Seek to understand and meet shareholder needs and expectations

 

Fully Compliant

As a business we look to engage and obtain feedback in a variety of ways with our shareholders. This includes meetings where structured feedback is sought, open days, the annual general meeting, podcasts and via our website.

Further details of how we interact with both institutional and private shareholders is detailed within stakeholder engagement.

 Contact information on investor relations can be found within contacts

Take into account wider stakeholder and social responsibilities and their implications for long term success

 

Fully Compliant

The Board recognises that the business interacts with many different stakeholders and as such consideration is given to the impact any decision may have on these stakeholders. Feedback is actively sought from investors, employees, customers and other interested parties on a regular basis. 

Further details of how we interact with various stakeholders along with examples is detailed within stakeholder engagement.

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

 

Fully Compliant

The Group operates within an internal control environment designed to safeguard group assets and protect the business from identified risks. Risks are categorized into 7 main areas including strategic, commercial, operational, financial, people, SHE and technical.   

Principal Risks and Uncertainties are set out within the Annual Report.

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

 

Fully Compliant

The Board consists of 6 Directors; 3 Non-Executive Directors (2 of whom are considered to be independent), and 3 Executive Directors.

In addition the Board is supported by 3 sub-committees (audit, remuneration and nominations) each of which is chaired by an independent Director.

A record of attendance is included within the Annual Report.

The Board section of the Annual Report (Beginning Y/E 31.7.18) will contain a detailed report covering this aspect of the code.

Further details in relation to the Board can be found on the AGM website as follows:

Role of the Board

Executive Committee

Audit Committee

Remuneration Committee

Nominations Committee 

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

 

Fully Compliant

The Board is satisfied that the current composition provides the required degree of skills, experience, diversity and capabilities appropriate to the needs of the business.  Steps are taken to challenge the status quo, and encourage proper consideration of any dissenting opinion.  Board composition and succession planning are subject to continuous review taking account of the potential future needs of the business. 

The Corporate Governance section of the Annual Report (Beginning Y/E 31.7.18) will contain a detailed report covering this aspect of the code.

 Details of the roles performed by key members of the Board can be found within Role of the Board.

 

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

 

Fully Compliant

The Company has implemented a formal process of annual performance evaluation for the Board, its Committees and individual Directors. The process involves each Board member completing a questionnaire relating to Board administration, performance and performance measurement, strategy, stakeholder engagement and reporting. The results of these completed questionnaires are collated and assessed by the Board as a whole. In addition, a series of appraisals has been undertaken for every Board member and feedback provided.

 

Details of the review undertaken can be found within Board Evaluation.

 Further details of the review and output are detailed within the Annual Report (commencing Y/E July 2018)

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

 

Fully Compliant

The Board promotes high ethical and moral standards for all. These are laid out in our company policies which set out fundamental principles and our values that staff should apply in their daily work. The nature of our business means that it is critical that we bring together the different expertise and knowledge our employees possess, to work together to provide the support necessary to meet our customers’ expectations. This collaborative approach sits at the heart of our culture. 

Additional details are contained within the following sections of our Annual Report (commencing Y/E July 2018):

  • Chairmans report
  • Sustainability section
  • Corporate Governance report

 Additional information on our ethics can be found within Ethics and Compliance.

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

 

Fully Compliant

The Board as a whole share responsibility for sound governance practices.  The roles and responsibilities of each of the directors (including committee memberships) are clearly set out in their job descriptions and any particular responsibilities communicated and clearly understood.

 The roles and remits of the various sub-committees (Audit, remuneration and nominations) are clearly set out and understood.

 

Details of the roles and responsibilities can be found within Role of the Board.

Contacts on investor relations can be found within Contacts.

 The roles and remits of the sub-committees can be found within; Audit Committee, Remuneration Committee and Nomination Committee

Further details regarding the roles and responsibilities along with the remit of the Board and sub-committees can be found with the Corporate Governance section of the Annual Report (commencing Y/E July 2018). 

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

 

Fully Compliant

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, RNS announcements, the Annual General Meeting (AGM), its investor line on the website, email and telephone and one-to-one meetings with large existing or potential new shareholders.  A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors and the public on the Company’s corporate website. 

Further details of the sub committees are detailed within the Corporate Governance section of the Annual Report (commencing Y/E July 2018).

The Remuneration report is set out in the Annual Report.

Details of votes can be found within AGM Votes.

Annual Reports can be found within Reports and Presentations.

  

 

Applied Graphene Materials is subject to the UK City Code on Takeovers and Mergers.

The contents of this website are reviewed on a regular basis and were last updated on 25 September 2018.