Eight Capital Partners plc has adopted the QCA Corporate Governance Code as its recognised corporate governance code. The Board considers the QCA Code appropriate having regard to the Company’s quotation on the Aquis Stock Exchange Growth Market, its size, and its stage of development.
The Board currently comprises Federico Bazzoni (Executive Chairman), Luca Zanni (Executive Director) and Bruce Chandler Gonyea (Non-Executive Director / Independent Non-Executive Director). The Board believes that this composition provides an appropriate balance of executive management, financial and capital markets expertise, and independent oversight.
The Board keeps its governance arrangements under review and will continue to develop them as the Company evolves. Where the Company departs from the QCA Code, including in relation to board composition, the Board will explain why it considers its arrangements to be appropriate and suitable for the Company.
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
The Company is a NEX investment vehicle. Accordingly, the Company’s strategy is to fulfil its AQSE (formerly NEX) investment vehicle strategy. The Board therefore believes that the purpose of the Company, its business model and its strategy are clearly stated.
Principle 2 – Seek to understand and meet shareholder needs and expectations
The Company maintains an enquiries email address on its website. Enquiries that are received will be directed to an appropriate person, who will consider an appropriate response, although the Company may be required to exercise discretion as to how shareholder questions shall be responded to. Because the current strategy has been made clear to Shareholders via regulatory announcements, the Board believes that regular shareholder contact is less applicable than with a regularly trading company. Contact is capable of being maintained with the Company’s larger shareholders.
The Company is required to hold an AGM in each year, which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. Where voting decisions are not in line with the Company’s expectations, the Board intends to engage with those shareholders to understand and address any issues as appropriate. The Board as a whole has responsibility for ensuring that a satisfactory dialogue with Shareholders occurs, which the Board believes is the case.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board has oversight, accountability and contact with key resources and relationships. The Board understands the importance of engagement with its stakeholders and that this strengthens relationships and helps with business decisions in order to deliver the investing strategy.
On the basis of the Directors’ experience and their knowledge from the operation of the Company, the Directors believe that the key resources and relationships on which the Company relies (aside from the Company’s shareholders) are its shareholders, members of staff of professional advisors, auditors, regulators and industry bodies. Among the Company’s service providers and advisers, the Corporate Adviser is highlighted, with whom the Board communicates and works to ensure compliance of the Group operations with the requirements of NEX.
Shareholders
As a publicly listed company, there is a requirement to provide information to ensure that all shareholders understand the Company they are invested in and the direction the Company is taking. Regulatory requirements include regulatory news releases on key events, maintaining an up-to-date website, annual reports and accounts posted to all shareholders, holding an Annual General Meeting, and maintaining relations via meetings and other general communications. As stated above, the Company is required to hold an AGM each year, which gives investors the opportunity to provide feedback and enables the Board to take action if and when necessary.
Regulators and professional advisers
As an AQSE (formerly NEX) quoted company, the Company is subject to the AQSE (formerly NEX) Rules for Issuers and its Corporate Adviser, and is regulated by the AQSE (formerly NEX) Exchange. The Company has a good working relationship with its Corporate Adviser and is advised in the first instance of all regulatory requirements, including guidance on rules, monitoring compliance and development of AQSE rules.
Auditors
A copy of the Directors’ and Auditors’ reports, accompanied by copies of the annual accounts, is posted to shareholders and is also available on the Company’s website.
The Board will continue to work closely with the Company’s stakeholders to deliver the investing policy in its current form. The Company will take into account feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Company’s longer-term strategy.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board recognises that effective systems and controls are imperative to the management of the business and will consider the risks associated with the Company’s business, size and sector.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises three members who have a diverse knowledge base, including knowledge of public quoted companies and the regulatory framework. Since incorporation, at every annual general meeting one third of the Directors are subject to retirement by rotation in accordance with the Articles of Association. If not re-appointed, they shall vacate office at the conclusion of the meeting.
As the Company is an AQSE (formerly NEX) investment vehicle and has only three Directors, matters normally dealt with by committees are dealt with by the Board as a whole. The Company will monitor and review the need to form committees to support the function of the Board.
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board comprises three Directors with a diverse knowledge base, including public quoted companies, the regulatory framework and the relevant sectors in which the Company operates.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
There is no formal board or director evaluation system in place; however, the Board believes that the Independent Directors have remained independent throughout their office. Due to the close-knit working environment and size of the Board, assessment of the Board and individual Directors is conducted on an ongoing and ad-hoc basis. As noted in Principle 5, there are no committees and therefore no procedures for evaluating committee effectiveness.
A summary of each Director’s experience and skill set is outlined on the website. Directors are identified and their roles and responsibilities are highlighted in the Report and Accounts. Board appointments are made after consultation with advisers, and detailed due diligence is carried out on all new potential candidates. The Board may consider using external advisers for future evaluations and formal succession planning.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
The Board adopts a forward-looking approach to corporate culture to ensure discipline that supports effective risk management and oversight.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making
No committees currently exist. The Board has deemed separate committee functions excessive due to the size and activity level of the Company. The Chairman is responsible for the effectiveness of the Board and oversight of corporate governance practices. Given the Company’s size and nature, the Board does not consider it necessary to appoint a Chief Executive.
Directors’ services are provided under letters of appointment. Their responsibilities include maintaining proper accounting records, ensuring adequate internal controls, safeguarding assets, preventing fraud, and maintaining the integrity of corporate and financial information on the Company’s website. The Company has adopted a schedule of matters reserved for the Board.
Principle 10 – Communicate how the Company is governed and is performing
The Company intends to publish omitted disclosures required under QCA Code principles 1–9, with reasons for omission, in its annual report and financial statements. Directors’ remuneration details are disclosed in the annual report and accounts. Should committees be formed in future, the Board will consider the inclusion of committee reports.
The Company communicates with shareholders through regulatory announcements, annual and interim reports, the AGM, and direct email communication. Historical information and shareholder updates are maintained on the website. The Board will continue to monitor and evolve governance practices in line with best practice.
Committees
As detailed in Principle 5, there are currently no Board committees. This will be highlighted in future reports and accounts. The Company will continue to review the need to form committees in line with its progress as an AQSE (formerly NEX) investment vehicle.
