Corporate Governance

Introduction

The Board of Directa Plus plc (the “Company”) fully supports good corporate governance and recognises that it enhances its decision-making processes by improving the success of the Company and increasing shareholder value over the medium to long-term. The Quoted Companies Alliance corporate governance code (the “QCA Code”) sets out a minimum best practice standard for small and mid-sized quoted companies, particularly AIM companies. The Company complies with the QCA Code and the Directors propose that the Company should continue to do so having regard to the Company’s size, board structure, stage of development and resources.

The Board applies the QCA Corporate Governance Code (the “QCA Code”) details of which and compliance with its principles together with any areas of non-compliance are set out below. Full compliance is given in the Annual Report for the year ending 31 December 2020 (the “2020 Annual Report”) which includes further corporate governance disclosures.

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 the Board, ensuring its smooth running and the effective contribution of all Board members. 

Strategy and business model

The Company’s business model, strategy and key markets are set out in the Chief Executive Officer’s review of the 2020 Annual Report. The 2020 Annual Report will include additional information relating to the Company’s purpose, business model and strategy, as well as key challenges in the execution of the Company’s strategy.

 

Relations with shareholders

 The Chief Executive Officer and Chief Financial Officer are responsible for shareholder liaison and have regular dialogue with institutional investors in order to develop an understanding of their views.

Meetings with analysts and institutional shareholders of the Company take place following the interim and annual results announcements as well as on an ad hoc basis. These presentations are given by the Chief Executive Officer and the Chief Financial Officer, updating on relevant matters and in particular, on the progress of the Company in terms of its operational performance, financial and strategic direction.

The Annual Report and accounts are published on the Company’s website, www.directa-plus.com, and can be accessed by shareholders and non-shareholders. Shareholders have the opportunity to meet members of the Board at the Annual General Meeting of the Company where Board members will be happy to respond to questions.

Due to the Covid-19 pandemic all the interactions with shareholders have been carried out through virtual meetings. However, this appears not to have interfered with the effectiveness of the discussions.

The Board believes that its current approach to shareholder engagement is successful, based on the feedback received and the Proactive Investor interviews publicly available. In addition, as Chairman, I remain available to talk to shareholders whenever required. 

Stakeholder and social responsibilities

The Board considers its key stakeholder groups to include:

  • workforce – we are a responsible employer, compliant with relevant human resources legislation and recommended practices, as well as Health, Safety and Environmental Protection regulations. In 2020 the Covid-19 pandemic encouraged the Board to strengthen its security and health measures towards its employees and community in general. After a period of mandatory home working during the first outbreak, the Group implemented an anti-contamination protocol shared with all its employees, foreseeing the provision of protection tools, constant disinfection of all areas and common rooms, safety distancing and body temperature controls;

  • customers – deep and wide relationships with our customers are crucial for the success of our business in developing novel solutions with our customers and in developing their next generation of products;

  • suppliers – we aim to develop strong relationships with our suppliers based on trust, understanding and respect;

  • partners – we engage with commercial and scientific partners and we work with them to develop new applications, building strong and long-lasting relationships.

The Company obtains feedback from stakeholder groups by way of:

  • informal meetings and consultation with employees’ representatives, and reports received through the Group’s Whistleblowing policy;

  • regular meetings with main suppliers and undertaking a formal assessment at least once a year;

  • formal survey sent at least once a year to the main customers to assess our level of service;

  • maintaining a social media presence in order to understand the sentiment of and obtain feedback from the our stakeholders.

The Company has always considered the health and safety of people and environmental protection as top priorities. We take a proactive approach to health, safety and environmental protection by monitoring our production process and products and continuously reviewing our policies, so they are in line with the latest research on nanomaterials. Further information about the Company’s approach to sustainability is set out in the Health, Safety and Environmental Protection section of the Company’s website.

Risk Management

The Directors are responsible for establishing and maintaining the Company’s system of internal control and reviewing its effectiveness. The 2020 Annual Report sets out the Company’s approach to risk management and lists those risks which are considered to have a serious adverse impact on the Company’s performance.

The 2020 Annual Report includes additional information about the Company’s internal control system.

The Board

The Board

The primary function of the Board is to provide effective leadership and direction to enhance the long-term value of the Company to its shareholders and other stakeholders. The Board has overall responsibility for reviewing the strategic plans and performance objectives, financial plans and annual budget, key operational initiatives, major funding and investment proposals, financial performance reviews, and corporate governance practices.

The Chief Executive ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and, if required, from external advisers on a number of corporate governance matters.

The Board consists in one executive Director and four non-executive Directors. The Board considers all the non-executive directors to be independent.

Directors

The Directors continue to remain satisfied that the Board is well balanced and that the Directors possess the sufficient breadth of skills, relevant experience, variety of backgrounds and knowledge to ensure the Board functions appropriately, without being dominated by any one Director. Details of qualities and capabilities that each director brings to the Board are added in the director biography section. The Board acknowledges that there are currently no appointed Female Directors, however, it will continue to review this moving forwards. Moreover, diversity will be strongly considered in further recruiting process ensuring the appropriate balance of the Board is developed.

Full biographies of each Director can be found on the 2020 Annual Report.

The Board keeps under review the skills required to effectively pursue the Company’s strategy and discharge its duties.

 

Board performance

The Board continually reflects on its performance to identify potential areas for improvement. The Board undertook a formal performance review through a questionnaire distributed to the Board members.

Ethical values and behaviours

The Board is committed to ensuring the highest legal and ethical standards and acknowledges its responsibilities in relation to corporate governance.

The Board has produced an Ethical Code which aims to ensure that the Company’s employees conduct themselves respectfully and honestly in all their dealings with other employees as well as third parties including clients, suppliers, public institutions, the media, competitors and legal authorities.

Governance structure and processes

Delivering growth and long-term shareholder value with effective and efficient decision-making is of high importance to the Board.

There is a clear division of responsibilities between the Chairman, who is responsible for the effective leadership and smooth running of the Board, and the Chief Executive Officer who, with the other Executive Director, is responsible for the running of the Company.

The Company has established an Audit Committee and a Remuneration Committee. Both committees meet at least twice a year. Details of both committees and a report of the activities undertaken during the 2020 financial year can be found in the 2020 Annual Report.

 

Sir Peter Middleton

Non-Executive Chairman

THIS INFORMATION WAS LAST REVIEWED AND UPDATED in October 2021