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Corporate Governance

The Company has elected to adopt the Quoted Companies Alliance Corporate Governance Code (“QCA Code” or the “Code”). 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 as the business further evolves.

The Company is led by its executive directors, James Corsellis and 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 Board are detailed here.

Based on the current composition of the Board and the nature of the Company’s ongoing activities, the Board will implement 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 below sets out in broad terms how the Company complies with the QCA Code and explains the areas of non-compliance where relevant.

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

Marwyn Acquisition Company plc was established to provide shareholders with attractive total returns achieved through capital appreciation. The Directors believe that opportunities exist to create significant 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 financial statements which can be found here provide further detail on the key challenges faced by the Company in achieving its strategy and how these risks are addressed.

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

The Company is 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 other communications with shareholders and through its broker.

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 stakeholders given that it has no customers and its suppliers are primarily professional advisers.

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

In preparation for the Company’s IPO, the Directors, in consultation with a range of industry experts, identified a comprehensive list of risks to which the business is exposed, both in its current form and post completion of the Company’s Platform Acquisition. The risks are detailed in the Company’s Admission Document. The Directors have subsequently reviewed this list of risks, and the Company’s financial statements which are available here provide a list of 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 pursing acquisition targets, the Company alongside industry experts, assessed the Company’s exposure to risk, with changes being reflected in the Company’s risk matrix.

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.

The Board believes that the Company and 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.

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 Company secretary is responsible for ensuring that the Directors regularly receive high quality information including financial and operational reports. 

The Board considers and reviews the requirement for continued professional development. The Board undertakes to ensure that their awareness of developments in corporate governance and the regulatory framework is current, as well as remaining knowledgeable of any industry specific updates. The Company Secretary, Nomad and specialised external advisers all serve to strengthen this development by providing guidance and updates as required.

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

The Board intended to undertake a board effectiveness review prior to publishing its annual report and financial statements for the period ended 30 June 2019. During 2019, the Board pursued a platform acquisition and it was determined that a board effectiveness review should take place following its completion, as a number of additional directors were to be appointed to the board. Following the cessation of discussions in respect of the potential acquisition, it was mutually agreed that three board directors; John McAdam, Adrian Whitfield and Kevin Dangerfield, step down from their position as directors of the Company. The Board no longer believe that it will be beneficial to undertake a board effectiveness review whilst the board consists of two directors. The Board intend to establish a formal board effectiveness review once the board composition is expanded in due course.

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.

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 six 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 composition 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 annual general meeting of the Company 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 joint brokers.

The Audit and Risk Committee and Nomination and Remuneration Committee were established on 1 October 2018. Prior to their establishment, the Board performed the roles expected of the Audit and Risk Committee and Nomination and Remuneration Committee and their reports for the period ended 30 June 2020 can be found in the financial statements.

The Company has published its results from its 2020 Annual General Meeting and these are available here.