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Corporate Governance

Overview

Marwyn Acquisition Company plc (Marwyn, We, or the Company/Group as the context requires) has elected to adopt the Quoted Companies Alliance Corporate Governance Code (“QCA Code” or the “Code”). This report follows the structure of these guidelines and explains how the guidance has been applied. The Company reviews the application of the Code on an annual basis. The Directors recognise the importance of sound corporate governance commensurate with the size and current nature of the Company and the interests of shareholders and remain committed to progressing the corporate governance arrangements of the Company as the business further evolves.

The Company is led by its Executive Chairman, James Corsellis, and the other Executive Director Mark Brangstrup Watts, who are both knowledgeable and considered to be best placed to lead the Company at this particular time. The biographies of the Directors are detailed here. The Company’s Chairman has responsibility for leading the Board effectively and overseeing the Company’s corporate governance model. 

Based on the current composition of the Board and the nature of the Company’s ongoing activities, the Board has implemented simplified corporate governance arrangements to best meet the needs of the business at this time. The Directors are committed to maintaining the appropriate levels of corporate governance for the nature and extent of the activities of the Company and will therefore revisit the corporate governance arrangements as the nature of the business evolves.

The Company changed its name from Wilmcote Holdings plc to Marwyn Acquisition Company plc in January 2021.

The below sets out in broad terms how the Company complies with the QCA Code and explains the areas of non-compliance where relevant.

 

QCA Principles

Principle 1: Establish a strategy and business model which promotes long term value for shareholders.

The Company was established to provide shareholders with attractive total returns achieved through capital appreciation. The Directors believe that opportunities exist to create significant long-term value for shareholders through properly executed, acquisition-led growth strategies, in the industrials, manufacturing, engineering, construction, building products or support services sectors. Details of the Company’s investment policy can be found here.

The Company’s most recent financial statements which can be found here , provide further detail on the key challenges faced by the Company in achieving its strategy and long-term goals as well as steps the Board takes to mitigate these risks.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Directors are responsible for shareholder liaison and are committed to maintaining an open dialogue and engaging in constructive conversations with both current and potential shareholders. The Board stays informed of shareholders’ views via regular meetings and also the Annual General Meeting (AGM), which provides an opportunity to meet, listen and present to shareholders. The Company is open to receiving direct feedback from shareholders and will act where appropriate.

The Company also seeks to provide effective communication with shareholders through periodic financial reports, along with Regulatory News Service announcements and other communications through the Company’s NOMAD. 

Principle 3: Take into account wider stakeholder and social responsibilities and their implications on long term success.

The Directors are aware of the importance of considering the Company’s impact on its wider stakeholders and the benefits of taking into account the Company’s social responsibilities. The Company does not currently hold an operating business and, until it does, has a very limited number of external stakeholders given that it has no customers and its suppliers are primarily professional advisers. 

The Company has a Whistleblowing Policy in place to discourage illegal activity and unethical business conduct, thus ensuring the protection of its employees. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion of sexual orientation.

Principle 4: Embedded effective risk management, considering both opportunities and threats throughout the organisation.

The Company’s most recent financial statements, available here, set out the principal risks and associated mitigating factors considered to have the greatest potential impact on the business at the date the financial statements were published. 

The Board are aware of the importance of an effective risk management process reflective of the size and complexity of the business and whilst pursuing acquisition targets. The Company has prepared a risk register, alongside input from industry experts and this is reviewed by the Company on at least an annual basis. 

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

The Board currently consists of two executive directors, Mark Brangstrup Watts and James Corsellis, who also holds the position of Chairman. Since this principle requires a balance between executive and non-executive directors, with at least two independent non-executive directors in place, the Company currently deviates from the Code in this respect. However, the Directors believe that the Board composition is appropriate for the Company’s current operations and provides an appropriate mix of experience, expertise and skills to support the business of the Group in its current form. The Board remains committed to reviewing its composition to ensure it remains appropriate as the Company’s operations evolve.

The Board believes that the Company and its shareholders are closely aligned in its current primary purpose of securing a platform acquisition. Given the size and nature of the business, it is believed that the current Board composition is appropriate for the Company’s current operations and provides the skills necessary to manage the limited cash resources of the business at this time.

In pursuit of the Company’s investment policy, the Company may either seek to recruit sector-leading executive management in advance of an acquisition, or alternatively may consider identifying acquisition opportunities with impressive incumbent management teams that require a catalyst to unlock growth.

The Board will continue to revisit board composition as the size and nature of the business evolves.

A schedule of meetings of the Board and its Committees, together with the attendance record of each director for the financial year ended 30 June 2020 is set out in the Corporate Governance Report of the latest financial statements. The Directors’ service contracts set out the time commitment each Director must devote to the Company. Mark Brangstrup Watts and James Corsellis are to devote the time necessary to ensure the proper performance of their duties. 

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board have a wealth of knowledge and experience and the Directors Bios detail the experience and expertise that each Director brings to the Company.

The Directors ensure that they regularly receive high quality information including financial and operational reports from their advisers. 

The Board considers and reviews the requirement for continued professional development. The Board undertakes to ensure that the Directors are made aware of developments in corporate governance and are kept up to date with changes in the regulatory framework, as well as remaining knowledgeable of any industry specific updates. The Company Secretary, Nomad and specialist external advisers all serve to strengthen this development by providing guidance and updates as required.

As the size and nature of the business evolves, the Board will look to address gender balance on the Board when considering future nominations.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider that the Board is not yet of a sufficient size for a full Board evaluation to make commercial and practical sense. In frequent Board meetings/calls, the Directors can discuss any areas where they feel a change would be greatly needed for the Company, and the Company Secretary and specialist external advisers remain on hand to provide impartial advice. As the Company grows, it intends to expand the composition of the Board and, with this expansion, intends to establish a formal board effectiveness review. Succession planning recommendations are made by the Board as a whole. 

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

Ethical values and behaviours are embedded in the corporate culture which the Board uphold. The Directors foster a forum where transparency, openness, integrity and constructive challenge are actively encouraged.

The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling constructive challenge. An example of this is the Company’s Whistleblowing Policy, aimed to prevent illegal activity and unethical business conduct by encouraging Directors, officers and employees to report any wrongdoing or suspected violations. The Company also has an Anti-Bribery Policy in place to ensure the highest standards of personal and professional ethical behaviour are adhered to.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Chairman is responsible for the running of the Board and together the Directors are responsible for the day to day running of the Company and its subsidiaries (the “Group”). Given the current activities and size of the Company, the Directors have elected to simplify the corporate governance structure and as the nature of the business evolves, the corporate governance structure will be regularly reviewed.

All Board members have full access to the Group’s advisers for seeking professional advice at the Company’s expense and the Company’s culture is to openly discuss any important issues and frequently engage with Board members outside of formal meetings. Operating and financial responsibility for all subsidiary companies is the responsibility of the Board.

The Board meets formally at least four times a year but also often meets additionally on an ad hoc basis where necessary. Meetings are prepared for using a standing agenda which is updated to incorporate all relevant ad hoc business or matters of interest. The Board is presented with papers from management to support its discussions including financial information, shareholder analysis and investor relations, subsidiary management reporting and details of acquisition targets and deal progress.

Matters reserved for the Board are found here.

The Board has established two committees, an Audit and Risk Committee and Nomination and Remuneration Committee. The Committees currently consist of two Directors and do not deviate in composition from the Board. The terms of reference for the Committees are available here:

Audit and Risk Committee Terms of Reference

Nomination and Remuneration Committee Terms of Reference

At the point additional board members are appointed, the Committee compositions will be revisited.

The Directors will continue to revisit the board composition, as the size and nature of the business continues to evolves, to ensure that it meets the changing needs of the business.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is always available for communication with shareholders and the Directors frequently engage constructively with current and potential shareholders. All shareholders have the opportunity, and are encouraged, to attend and vote at the AGM during which the Board will be available to discuss issues affecting the Company. The Board stays informed of shareholders’ views via regular meetings and other communications its members have with shareholders and through its NOMAD.

The latest corporate documentation can be found [here].

The Audit and Risk Committee and Nomination and Remuneration Committee were established on 1 October 2018. The Audit and Risk Committee and Nomination and Remuneration Committee reports for the period ended 30 June 2020 can be found in the financial statements.

The Company has published its voting results from its 2020 AGM and these are available here. The Board maintains that, if there is a resolution passed at a General Meeting with 20% votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action.