QCA Code Compliance
The Company has adopted the QCA Code in compliance with AIM Rule 26 and the ten principles of the Code and how the Company addresses these are set out below:
1. Establish a strategy and business model which promote long-term value for shareholders
The Group strategy is to build on the Group’s leading position in the Global industrial laser technology sector through organic growth and value-accretive acquisitions.
2. Seek to understand and meet shareholder needs and expectations
Regular contact is maintained with major shareholders particularly following the announcement of results and any significant events. Individual shareholders attending the AGM engage directly with the Board in an open question and answer session before voting on the various resolutions. The Company updates its website for all RNS announcements and has commissioned analyst research which is made available to all shareholders through the website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board is aware that good relations with the wider group of stakeholders such as employees, suppliers and customers contribute to the Group’s success. Regular presentations are made to staff to keep them updated and visits are made to major suppliers and customers to ensure any issues are addressed in a timely manner. Representation on trade bodies and feedback from trade and training agencies helps identify changing trends or market requirements and allows the Group to plan and adapt for upcoming changes.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The consideration and documentation of risks and opportunities is undertaken on an annual basis as part of the budgeting process which the full Board takes part in. These are then monitored and adapted as required throughout the year through regular meetings and conference calls between the Board and the divisional management teams. The annual insurance renewal provides a further opportunity to assess risks and provide cover in areas where risk mitigation is not possible, or risks are significant.
5. Maintain the Board as a well-functioning, balanced team led by the chair
Details of the Board members and how it functions are included in the Board description in the Corporate Governance report.
The Board is served by an Audit Committee headed by Derek Zissman and including Stephen Fiamma and Todd Riggs. The Audit Committee meets at least twice during the year to review both the interim and year end results before publication. The Audit Committee receives feedback from the external auditors on areas of risk and accounting procedures which are used in adapting internal control processes as required.
The Remuneration Committee is headed by Stephen Fiamma and consists of the non-executive Directors.
The Board as a whole operates as the Nominations committee as and when required.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Paul Dupee has been involved in the management of both public and private companies in the USA and UK over many years and has extensive experience in corporate transactions.
Rui Lopes has held several executive finance positions over the past 15 years, most recently as Director of Halma PLC Safety Sector. Mr Lopes was previously Chief Financial Officer of Ocean Insight, Inc. (Halma company) between 2018 and 2021, Vice President at Accudynamics LLC (Halma company) between 2017 and 2018 and held senior finance roles at Smiths Medical (Smiths Group PLC) between 2006 and 2017.
Derek Zissman was a Vice Chairman of KPMG LLP and has considerable experience in both public and private companies throughout the world and extensive City and private equity experience.
Stephen Fiamma is a New York-qualified lawyer and was a partner in the tax practice of Allen and Overy LLP. He has significant experience of multinational tax planning, acquisitions, divestitures and financings particularly involving the USA.
Don Haselton has 45 years of industrial distribution experience with prior management roles with General Electric and Fadal Engineering. Don joined the Group as President of 600 Group Inc in 2006. In this role, Don has been part of the success of the 600 Group in North America and has also had responsibility for the Machine Tools and Laser Technology Businesses worldwide. He was appointed to the Board on 1 September 2021.
Todd Riggs is currently the Chief Operating and Financial Officer of Sellars Company, a profitably growing, privately held mid-sized manufacturer and marketer of proprietary nonwoven materials. He has substantial experience with private equity portfolio companies and has deep operational, financial, and strategic expertise. He was appointed to the Board on 1 September 2021.
Directors keep their skillset up to date through membership of their respective professional bodies and as a result of interaction with other bodies with whom they work.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board undertakes periodic reviews of its performance and effectiveness and that of individual Directors and of the wider senior management. Succession planning for both the Board and senior management is part of this review process.
8. Promote a corporate culture that is based on ethical values and behaviours
The corporate culture promoted by the Board underlies the Group’s products which have been seen by customers over decades as reliable well-made machines. The Board promotes the Group’s corporate culture and receives feedback from employees on regular visits to operating sites and interaction with local staff during this time.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board has put in place corporate governance policies appropriate to the size and complexity of the Group. The responsibility for corporate governance rests with the Board as a whole and policies are regularly reviewed and adapted as necessary to changing circumstances and feedback from both internal and external sources.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board communicates the governance policy in place through inclusion in the Annual Report and through the Group website (www.600group.com). Regular contact is maintained with major shareholders. Individual shareholders attending the AGM engage directly with the Board in an open question and answer session before voting on the various resolutions. The Company updates its website for all RNS announcements and has commissioned analyst research which is made available to all shareholders through the website.