Corporate Governance | Oleeo | Oleeo

Investor Relations

Corporate Governance

The directors of Oleeo Plc are committed to delivering high standards of Corporate Governance and ensuring its effectiveness to maximize shareholder value.

The QCA Corporate Governance Code

Oleeo

 

The Directors recognise the importance of good corporate governance and are committed to delivering high standards of Corporate Governance and ensuring its effectiveness to maximize shareholder value. The directors acknowledge the principles set out in the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) which has been developed by the Quoted Companies Alliance   

The Directors have decided to apply and comply with the QCA Code with effect from 28 September 2018. The QCA Code was developed by the Quoted Companies Alliance in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in our next annual report.

 

PRINCIPLE

DETAILS

COMPLIANCE

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

Explain the company’s business model and strategy, including key challenges in their execution (and how those will be addressed)

The principal  activity of the  Group is the provision  of Internet based recruitment software for the tracking and selection of applicants.

 

2) Seek to understand and meet shareholder needs and expectations

Explain the ways in which the company seeks to engage with shareholders and how successful this has been. This should include information on those responsible for shareholder liaison or specification of the point of contact for such matters.

The Board seeks to meet the objectives of both the founding shareholders and the minority shareholders through the development of the business.

The Company’s AGM is held in December each year. The Board of Directors are in attendance. Further details of the business to be addressed at the meeting can be found in the notice of meeting which is available online at oleeo.com/investor-relations/investor-announcements.

The AGM gives all shareholders the opportunity to communicate directly with the Board. Participation of all shareholders is encouraged. The Board welcomes communication from the Company’s Shareholders and positively encourages their attendance at the Annual General Meeting.

The Company strives to provide a clear, balanced and comprehensive level of information and written material. The Company maintains a corporate website which contains regulatory and other information. The Company offers its larger shareholders face-to-face meetings to present and discuss performance and other matters, and obtain any feedback. These meetings are hosted by the Company’s Chairman.

There is a reporting schedule to ensure that matters of importance affecting the Group are communicated to investors. The Annual and Half-yearly Reports, together with the Oleeo website, on which the Company publishes its trading updates and other news released to the London Stock Exchange, are the substantial means of communication with all shareholders during the year.

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

• Explain how the business model identifies the key resources and relationships on which the business relies.

• Explain how the company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback (e.g. changes to inputs or improvements in products).

Introduction

Oleeo’s mission is to help our clients create great diverse teams, magnifying the performance and positive impact on the world of the people employed by them.

Oleeo is committed to promoting sustainability. Our policy is to conduct our business responsibly, with integrity, and with respect, for the interests of all those affected by our operations. We aim to work towards both a sustainable community and sustainable development. We believe that our activities should generate economic benefits; create opportunities for an enhanced quality of life; positively influence the communities in which we operate; and respect the environment.

Our goal is to operate our professional activities and the management of our organization in a way that enables all people to realize their potential and improve their quality of life while protecting and enhancing the earth’s natural capital

We are therefore committed to continually improve the integration of sustainability into our working environment and business processes, and helping our clients and partners do the same.

Employees  

The Group is committed to developing its employment policies in line with best practice and providing equal opportunities for all, irrespective of gender, age, marital status, sexual orientation, ethnic origin, religious belief or disability. Full and fair consideration is given to applications for employment from people with disabilities having regard to their aptitudes and abilities. Due consideration is also given to the recruitment, promotion, training and working environment of all staff including those with disabilities.

Customers

Our deep technology expertise and our highly developed portfolio of services means we can address the changing needs of our clients.

Customers’ successful operations and wellbeing are essential to the performance of the Company and any feedback is discussed as appropriate and used to improve and enhance the customer service proposition.

In all cases our customers have selected us over our competitors and we recognise that this decision is based on their faith in our ability to meet or exceed their expectations. We monitor all aspects of our customer performance and this is continually fed back to all of our employees.

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

Describe how the board has embedded effective risk management in order to execute and deliver strategy. This should include a description of what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective.

The Board is responsible for maintaining a sound system of internal controls to safeguard shareholders’ investments and the Company’s assets. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and is designed to provide a reasonable (but not an absolute) assurance against material misstatement or loss. The Board is responsible for the identification and evaluation of major risks faced by the Group and for determining the appropriate course of action to manage those risks.  

Competitive pressure and economic instability is a continuing risk for the Company. The Company manages this risk by providing leading edge products and high levels of customer service, by managing resource levels and pursuing opportunities for continuous improvement. The business is dependent upon clients' ability to safely access data held on our servers. In order to ensure that this is not affected by a breakdown in power supplies or by other physical hazards our servers are housed offsite in secure facilities on the premises of a specialist provider of these services. Third party security experts are also regularly engaged to advise on data security.

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

• Identify those directors who are considered to be independent; where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.

• Describe the time commitment required from directors (including non-executive directors as well as part-time executive directors).

• Include the number of meetings of the board (and any committees) during the year, together with the attendance record of each director.

The chairman must therefore determine where responsibility lies within the company for the delivery of key outputs.

The board has a collective responsibility and legal obligation to promote the long term success of the company.

The board is responsible for formulating, reviewing and approving the company’s strategy, budget, expenditure and appointment of senior resources. It is accountable to shareholders for the performance and activities of Oleeo Plc. The Board is comprised of three executive Directors, including the Chairman.

The Directors are expected to devote such time as is necessary for the proper performance of their duties.

The following table shows directors attendance at scheduled board meetings for 2017:


Charles Hipps       9
David Moore         8
David Earland       9

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

• Identify each director.

• Describe the relevant experience, skills and personal qualities and capabilities that each director brings to the board (a simple list of current and past roles is insufficient); the statement should demonstrate how the board as a whole contains (or will contain) the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the company for the benefit of the shareholders over the medium to long-term.

• Explain how each director keeps his/her skillset up-to-date.

• Where the board or any committee has sought external advice on a significant matter, this must be described and explained.

• Where external advisers to the board or any of its committees have been engaged, explain their role.

• Describe any internal advisory responsibilities, such as the roles performed by the company secretary and the senior independent director, in advising and supporting the board.

The list of directors and their experience and skills is set out on the Company’s website at https://oleeo.com/investor-relations/.

The Board believes that the experience and knowledge of each of the Directors is appropriate for the Company’s current operations and strategy and gives them the ability to constructively challenge strategy and scrutinise performance.

The directors are collectively responsible for promoting the success of the company and in furtherance of their duties have access to the advice and service of the company secretary and are permitted to take independent professional advice and to pursue relevant training.

The Board and the Leadership Team are supported on compliance matters by both internal and external resources. Externally, the company utilises legal counsel, regulatory consultants and other experts where it is deemed appropriate. In addition, the Directors have direct access to the advice and services of the Director of Finance and the Company Secretary.

The Company’s external advisers are set out on the Company’s website at https://oleeo.com/investor-relations/registrar-adviser.

7) Evaluate board performance based on clear and relevant objectives, seeking continuous improvemen

Include a more detailed description of the board performance evaluation process/cycle adopted by the company. This should include a summary of:

  • The criteria against which board, committee, and individual effectiveness is considered;

  • how evaluation procedures have evolved from previous years, the results of the evaluation process and action taken or planned as a result; and

  • how often board evaluations take place.

Explain how the company approaches succession planning and the processes by which it determines board and other senior management appointments, including any links to the board evaluation process.

• Include a high-level explanation of the board performance effectiveness process.

• Where a board performance evaluation has taken place in the year, provide a brief overview of it, how it was conducted and its results and recommendations. Progress against previous recommendations should also be addressed.

No external evaluation of the Board has been conducted.

The Board sets objectives annually and reviews its performance and membership regularly.

The company undertakes annual monitoring of personal and corporate performance.

Responsibility for assessing and monitoring the performance of the Technical and Operations directors (both of whom are on the Board of Directors) lies with the Chairman.

Due to the size of the company and its financial affairs and operations the appointment of non-executive directors is not considered practical or appropriate at the present time. However, this matter is discussed from time to time amongst the Board and with the Company’s nominated adviser.

Directors are able to ensure that any concerns they raise about the running of the Company or a proposed action are recorded in the Board minutes. If an Executive Director did have any such concerns on resignation the Chairman would invite that Director to provide a written statement for circulation to the Board.

Directors submit themselves for re-election every three years in accordance with the Articles of Association.

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

Explain how the board ensures that the company has the means to determine that ethical values and behaviours are recognised and respected.

Include in the chair’s corporate governance statement how the culture is consistent with the company’s objectives, strategy and business model in the strategic report and with the description of principal risks and uncertainties. The statement should explain what the board does to monitor and promote a healthy corporate culture and how the board assesses the state of the culture at present.

As a Board, we recognise that we are accountable to shareholders for good corporate governance, and we seek to promote standards of governance throughout the Group that are recognised and understood by all. The board promotes good corporate governance in the areas of risk management and accountability as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principles in a sensible and pragmatic fashion having regard to the size and circumstances of the business. The key objective is to enhance and protect shareholder value.

Good governance depends on good and effective leadership and a healthy corporate culture, supported by robust systems and processes and a good understanding of risk and risk appetite. The Board engages with shareholders and other stakeholders to maintain constructive dialogue and challenge and to focus on strategy and value.

Corporate Social Responsibility

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

We strive to create a safe and healthy working environment for the wellbeing of our staff and a trusting and respectful atmosphere, where all members of staff are encouraged to feel responsible for the reputation and performance of the company. We continue to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the company and their own potential.

Corporate Environmental Responsibility

The Group’s operations, being services, are inherently less damaging to the environment than other business sectors. However, the Company’s policy is to minimise the risk of any adverse effect on the environment associated with its activities with a thoughtful consideration of such key areas as energy use, pollution, transport, land use, ecology, renewable resources, health and wellbeing. The Company is committed to maintaining high environmental standards in all its operations and minimising the impact of its activities on the surrounding environment.

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

In addition to the high level explanation of the application of the QCA Code set out in the chair’s corporate governance statement:

  • Describe the roles and responsibilities of the chair, chief executive and any other directors who have specific individual responsibilities or remits (e.g. for engagement with shareholders or other stakeholder groups).

  • Describe the roles of any committees (e.g. audit, remuneration and nomination committees) setting out any terms of reference and matters reserved by the board for its consideration.

  • Describe which matters are reserved for the board.

  • Describe any plans for evolution of the governance framework in line with the company’s plans for growth.

The Company is headed by an effective Board which leads and controls the Group. The Board comprises three Executive Directors, including the Chairman who also acts as the Group’s Managing Director. Directors submit themselves for re-election every three years by rotation in accordance with the Articles of Association. The board is responsible for formulating, reviewing and approving the Company’s strategy, budget, expenditure and appointment of senior resources. It is accountable to shareholders for the performance and activities of Oleeo Plc.

Roles of the Chairman and Managing Director

Role of the Chairman

The Chairman:

  • sets the Board agenda;

  • ensures that the Directors receive accurate and timely information and that adequate time is available for discussion of all agenda items, in particular strategic issues;

  • makes sure that all Directors are able to contribute and make an effective contribution;

  • maintains a constructive relationship between the Executive Directors;

  • has primary responsibility for leading the Board; and

  • chairs Board meetings.

Role of the Managing Director

The Chairman also acts as the Group’s Managing Director. The Managing Director has responsibility for all operational matters which include the implementation of strategy and policies approved by the Board. In addition, he has responsibility for capital expenditure as well as development of the annual operating plan and capital expenditure budget.

Board Decisions and Activity During the Year

The Chairman is responsible for ensuring the Directors receive accurate and timely information. The Director of Finance compiles the Board papers which are circulated to the Directors prior to the meetings. The Company Secretary also ensures that any feedback or suggestions for improvement on Board papers is fed back to management and ensures input is gathered from all Board members on matters that should be included for consideration at meetings. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted.

In addition to the board meetings there is regular communication between Executive Directors, including where appropriate updates on matters requiring attention prior to the next scheduled board meeting.

The Board receives and reviews on a regular basis financial and operating information appropriate to the Directors being able to discharge their duties. An annual budget is approved by the Board and a revised forecast is prepared at the half year stage. Financial performance indicators are monitored monthly against budget.

Whilst the Company’s  Director of Finance is not on the Board, he participates in aspects of Board meetings relating to financial matters.

Board Meetings

The Board has a programme of Board of at least 9 meetings for each financial year. For all board meetings, an agenda is established and papers circulated in advance so that all Directors can give due consideration to the matters in hand.

Audit Committee

In view of the current size of the Company and its Board, the Board believe that the establishment of an audit committee or an internal audit department would be inappropriate. However, the auditors have direct access to the Chairman.

Accordingly, there are no terms of reference for an audit committee.

Remuneration Committee

The Board currently acts as the remuneration committee, with the Executive Directors determining remuneration other than their own, and the details of the Directors’ emoluments being set out in the annual report. It is the Company’s policy that the remuneration of Directors should be commensurate with services provided by them to the Company.

Salary levels and benefits of employees other than Board directors are determined by the Chairman in conjunction with the Technical and Operations directors (who are also on the Board of Directors) and the Head of HR as appropriate. The salary and benefits of the Technical and Operations directors are determined by the Chairman in consultation with the Head of HR.

Accordingly, there are no terms of reference for a remuneration committee.

Nomination Committee

In view of the current size of the Company and its Board, the Board believe that the establishment of a nomination committee would be inappropriate. Accordingly, there are no terms of reference for a nomination committee.

Nominations for appointment to the Board will be considered by the full Board.

Internal Control

The Board identifies and appraises risks, and maintains control and direction over appropriate strategic, financial and organisational structure matters, with formally defined lines of responsibility and delegation of authority.

Internal controls for the assurance on the reliability of the financial information used within the business and the safeguarding of the assets are the responsibility of the directors. However, as with any internal controls, they can only provide reasonable and not absolute assurance with respect to the preparation of the financial information and the safeguarding of the assets. In fulfilling these responsibilities, the Board has reviewed the effectiveness of the system of internal financial control. The Directors have established procedures for planning and budgeting and for monitoring, on a regular basis, the performance of the Company.

The Board is responsible for the Group’s system of internal controls and has established a framework of financial and other material controls that is periodically reviewed for its effectiveness.

The Board has taken and will continue to take appropriate measures to ensure that the chances of financial irregularities occurring are reduced as far as reasonably possible by improving the quality of information at all levels in the Group, fostering an open environment and ensuring that financial analysis is rigorously applied. Any system of internal control can, however, only provide reasonable, but not absolute, assurance against material misstatement or loss.

The key procedures of financial control are as follows:

Control Environment

Oleeo has a clear organisational structure with well-defined lines of responsibility and delegation of appropriate levels of authority.

Risk Management

The Board reviews regularly the business strategy and plans.

Financial Reporting

There are comprehensive budgets and forecasts with monthly reporting of actual results against targets, approved by the board and reviewed on a regular basis.

Control Procedures and Monitoring Procedures

These ensure authorisation levels and procedures and other systems of internal financial controls are documented and reviewed on a regular basis.

The Board also ensures the maintenance of proper records; evaluation, approval procedures and risk assessment for major capital expenditure; regular reporting and monitoring of projects; and close involvement of the Managing Director in the day-to-day operational matters of the Company.

The Board consider the size of the Company and the close involvement of Executive Directors in the day-to-day operations makes the maintenance of an internal audit function unnecessary.

Financial control and reporting

There is a comprehensive Group wide system of planning and budgeting with frequent reporting of results to each level of management as appropriate, including monthly reporting to the Board. The Board and the Leadership Team are provided with monthly detailed financial reports and reports from each Departmental Head.

Matters Reserved for the Board

The Board is responsible for reviewing, formulating and approving the Group’s strategy, budgets and corporate actions and oversee the Group’s progress towards its goals. The schedule of matters reserved for board approval includes:

  • Strategy and business plans, including annual budget;

  • Structure and capital including dividends;

  • Financial reporting and controls;

  • Internal controls on risk management and policies;

  • Significant contracts and expenditure;

  • Communication with shareholders;

  • approving any changes to capital, constitution or corporate structure;

  • approving the annual and half-yearly accounts;

  • the approval and monitoring of the internal financial control system, risk management, health and safety and anti-bribery policies and procedures;

  • Board appointments and succession planning;

  • approving transactions of significant value or major strategic importance; and

  • remuneration matters, including the introduction of share and incentive schemes, and the general framework of remuneration.

There are currently no plans in place for evolution of the corporate governance framework in line with the Company’s plans for growth as the Board believe that the current structure of the Board is suitable for the Company’s growth plans in the short to medium term. However, the Board will keep this under regular review.

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

• Disclose the outcomes of all votes in a clear and transparent manner.

• Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the company should include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.

• Include historical annual reports and other governance-related material, including notices of all.

None of the 2017 AGM resolutions resulted in a vote against which were 20% or more of the votes cast.

Historical annual reports are available on the Company’s website at oleeo.com/investor-relations/investor-announcements.

Notices of past annual general meetings and other shareholder meetings are included with the Company’s historic annual reports.

As described earlier, there is no separate audit or remuneration committee.

As there has been no previous requirement for an audit committee report or a remuneration committee report (or equivalent report), no such reports are available.

Details of directors’ emoluments are contained in the Report of the Directors.   

This page was last reviewed on 01 October 2018