Vela Technologies Plc welcomes enquiries and engagement from investors and shareholders. The following information is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 12 June 2023.
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Description of the business
The names of the Directors and biographical details
Corporate Governance and Directors’ Responsibilities
Chairman’s introduction
The Directors recognise the importance of good corporate governance and are committed to business integrity, high ethical values and professionalism in all its activities. AIM quoted companies are required to comply with a recognised Corporate Governance Code. To this end the Directors have adopted the Quoted Companies Alliance Corporate Governance Code (“QCA Code”), which the Board believes to be the most appropriate corporate governance code given the Company’s size and stage of development.
Further details of the Company’s approach to the principles in the QCA Code can be found on the Company’s website.
The QCA Code is a practical, outcome-oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the UK and which provides the Company with the framework and effective oversight to help ensure that a strong level of governance is maintained.
In the statements that follow, we explain our approach to corporate governance, how the Board and its committees operate, and how we seek to comply with the QCA Code’s 10 principles.
This disclosure was last reviewed and updated on 12 June 2023
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Company’s vision is to actively invest in enterprises using disruptive technology either to gain an advantage in an existing market or to create a new market and build a diverse investment portfolio. Vela’s strategy is focused around its Investing Policy, which provides clear criteria that the Company considers when considering investment opportunities. A revised Investing Policy was adopted in January 2022 following approval by shareholders at the Company’s annual general meeting.
The Company will seek investment opportunities which can be developed through the investment of capital or where part of or all of the consideration could be satisfied by the issue of new Ordinary Shares or other securities in the Company. This includes identifying and investing in inaccessible pre-IPO companies.
The Company’s Investing Policy is set out in the Report of the Directors and on the Company’s website. The Company’s strategy is also communicated in the Chairman’s Statement and in the Strategic Report.
Key challenges in the execution of Vela’s strategy include:
maintaining access, through the Company’s network, to investment opportunities that fit the Company’s criteria;
access to capital resources to enable cash to be deployed to support both the Company’s existing investment portfolio and new investment opportunities; and
identifying investment opportunities, in accordance with the Company’s investing policy, that also have attractive valuation parameters for incoming investors such as Vela.
The Company will use effective internal control systems to identify risks and implement appropriate processes to monitor, manage and mitigate known risks. The Board is committed to the maintenance of high standards of corporate governance and seeks to implement best practice as appropriate for smaller listed companies by reference to the provisions of the QCA Code.
The key risks and challenges to the Company are also detailed in the Strategic Report and in note 15 to the financial statements.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Board is conscious of the need to protect and balance the interests of minority shareholders with those of major shareholders. The Board encourages two-way and open communication with its existing shareholders and potential new investors. The Company values the views of its shareholders and recognises their interest in the Company’s strategy and performance, Board membership and quality of management. It therefore holds meetings with its major shareholders to discuss objectives, on an adhoc basis.
The Company communicates with its shareholders primarily through regulatory announcements. These contain the contact details of the Company’s Chairman, Executive Director, its Broker and its Nominated Adviser. In addition, copies of the Annual Report and Accounts are issued to all shareholders who have requested them and copies are available on the Company’s investor website www.velatechplc.com.
The Company’s interim results are also made available on the Company’s website. The Company also makes use of its investor website and social media to provide non-regulatory information, including on its portfolio companies, to shareholders and other interested parties.
The Board has previously presented at investor events and has engaged with shareholders through this activity. In this way the Company ensures that the views of shareholders are communicated fully to the Board.
Shareholders may also contact the Company in writing via email at info@velatechplc.com. Enquiries that are received will be considered by the Board. The Company may be required to exercise discretion as to which shareholder questions shall be responded to, and the information used to answer questions will be information that is freely available in the public domain. The Company engages the services of Novus Communications Ltd to assist with investor relations and shareholder communication. The Directors are available to answer investor relations queries and a contacts section is also available on the website for queries to be addressed to the Company.
The Company’s AGM is used to communicate with investors and they are encouraged to participate. The Chairman is available to answer questions at the AGM and the Executive Director also makes himself available after the meeting for further discussions with shareholders.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company is aware of its corporate and social responsibilities and the need to maintain effective working relationships across a range of stakeholders. These include partners, investee companies, regulatory authorities and professional advisers.
The Company takes due account of any impact that its investee companies and their activities may have on the environment or employees. Through maintaining a dialogue with stakeholders, the Company is able to obtain feedback on the activities of its investee companies and act accordingly
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for reviewing and evaluating risk including investment performance, currency and credit risk, budgets, cash flow and market volatility, and meets regularly to do so. The Board meets regularly to review ongoing performance, discuss budgets and potential investments, and any other new developments. The Board is also responsible for maintaining a sound system of internal controls to safeguard both the shareholders’ investments and the Company’s assets.
A summary of the principal risks and uncertainties facing the Company is outlined in the Strategic Report and in note 15 to the financial statements.
The Board does not currently maintain a risk register but will monitor and assess the need to put one in place going forward.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair
The Company sits within the category of an SME and as such relies on the input of its directors supported by its professional advisers.
At the beginning of the accounting year the Board comprised two directors. Brent Fitzpatrick, the Non-Executive Chairman throughout the period, is responsible for the running of the Board and both he and James Normand, the Executive Director, were responsible for implementing the Company’s strategy They were joined in this task on 1 September by Emma Wilson. Under the terms of their contracts with the Company, each director is contractually committed to dedicating a minimum of 42 days per annum to the Company and to be available on an ad-hoc basis to the Company over and above their minimum contractual time commitments. Each Board member commits sufficient time to fulfil their duties and obligations to the Board and the Company. The Board is supported by its professional advisors. After the balance sheet date (on 21 July 2022) Antony Laiker re-joined the Board (he had resigned in August 2020) as a non-executive director. The Board has publicly stated its intention to further strengthen the Board through the appointment of an independent non-executive director.
The Board is satisfied that it has a suitable balance between independence and knowledge of the Company to enable it to discharge its duties and responsibilities effectively, and all Directors are encouraged to use their independent judgement to challenge any business matters.
The Directors receive regular and timely information on the Company’s operational and financial performance. All Directors have direct access to the advice and services of the Company’s professional advisers in the furtherance of their duties, if necessary, at the Company’s expense.
The directors retire by rotation and stand for re-election at the AGM.
Principle 6: Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities
The Board considers the Directors are of sufficient competence and calibre to add strength and objectivities to its activities and bring considerable experience, both financial and operational. The Directors believe that their collective business experience in the areas of investment assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives. The ability of individual members and the Board as a whole to deliver the Company strategy is reviewed regularly
Directors’ service contracts or letters of appointment make provision for a director to seek personal advice in furtherance of his or her duties and responsibilities. The Directors keep their skillsets up to date through maintaining a dialogue with the Company’s investee companies and through their general engagement with the sectors in which the Company invests.
Further details on the Directors are given in the Directors and Advisers section of this report.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board carries out an evaluation of its performance on a yearly basis. Performance criteria include: contribution; strategy; sector experience; financial stewardship; and public company requirements. These are related to the Company’s needs and projected needs at the time of each annual review. The directors consider that the size of the Company does not justify the use of third parties to evaluate the performance of the Board on an annual basis.
The effectiveness of each individual Director is benchmarked to directors at similar companies. Should the size of the Company increase, the Board will consider whether it is appropriate to put in place a more prescribed evaluation process.
Succession planning is currently undertaken on an informal basis by the Board in consultation with its advisers. The Board is satisfied that this is appropriate for this stage and size of the Company’s development. The Board has seen changes during the year with the appointment of Emma Wilson and, after the year end, the re-appointment of Antony Laiker and is committed to making further appointments as required, including an additional independent non-executive director.
The directors retire by rotation and stand for re-election at the AGM.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Company conducts its business in a socially responsible manner, acting with integrity and professionalism. The Board is aware of the activities in which its investee companies are engaged and the impact those activities have on the communities which they serve. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with investee companies. This dialogue enables the Board to ensure the culture of the investee companies is consistent with that of the Company itself. The importance of sound ethical values is vital to the ability of the Company to successfully achieve its corporate objectives.
When seeking new investment opportunities, the Board considers the potential investee Company’s ethical values and behaviours.
Principle 9: Maintain Governance structures and processes that are fit for purpose and support decision-making by the Board
The Board as a whole has overall responsibility for promoting the success of the Company. The Executive Directors have day-to-day responsibility for the operation of the Company and engagement with shareholders. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. Whilst there is no formal schedule of matters specifically reserved for approval by the Board, the following would be considered by all members of the Board:
- Formulating business strategy
- Determining policies and values
- Investing decisions
- Fundraising decisions
- Management appointments
The Company is a small investing company that takes minority stakes in a range of businesses and the Company itself has minimal operational / trading activity. As such the Board has concluded that, a Board comprising James Normand (Executive Director), Emma Wilson (from 1 September 2021) (Executive Director), Brent Fitzpatrick (the Non-Executive Chairman) and Antony Laiker (from 21 July 2022 as Non-Executive Director) is suitable for its purposes, size and complexity. The Board monitors its structure on an ongoing basis to ensure it is effective. The Board has publicly stated the intention to further strengthen the Board through the appointment of an independent non-executive director.
The Board is confident that its processes and culture are appropriate for the Company’s size and complexity but is aware that it must continue to review its practices as the Company evolves and grows.
Due to the size of the Board, the Company has elected not to maintain a separate remuneration committee and, as such, the Board as a whole undertakes the functions of such a committee. The Board as a whole will instead review the scale and structure of Directors’ fees, taking into account the interests of shareholders and the performance of the Company
Due to the size of the Board, the Company similarly does not maintain an audit committee and, as such, the Board as a whole undertakes the functions of such a committee including reviewing the independence and objectivity of the external auditor.
The Board recognises however that, following the expansion of the Board membership, it is appropriate for the Company now to have the separate board committees that one would ordinarily expect to be in place for an AIM quoted company. The Company therefore intends to put in place properly constituted audit and remuneration committees by the end of 2022.
The Company proposes to keep its systems and controls under review to ensure compliance with best practice having regard to its size and resources available.
The Articles of Association require each director to seek re-election after no more than three years in office.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with all its shareholders and aims to respond quickly to all correspondence where relevant. The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
The Board recognises the Annual General Meeting as an important opportunity to meet all shareholders, in particular private shareholders, and the Board members make themselves available post the Annual General Meeting to listen, on an informal basis, to the views of shareholders. The Company also discloses relevant information on how it is governed and has performed through its regulatory announcements (including its annual report), copies of which are available on the Company’s website (www.velatechplc.com), and via its website which is regularly updated.
In addition, Brent Fitzpatrick, the non-executive chairman, is available to answer investor relations queries and a contact section is available on the website for queries to be addressed to the Company.
The historical accounts and other corporate governance-related material, including notice of general meetings over the last five years can be found at: http://www.velatechplc.com/investor-relations/publications/
The Company did not have an audit committee or a remuneration committee during the period under review, and therefore has not included an audit committee report or remuneration committee report in the annual report and accounts for the year ended 31 March 2022. However, the Directors have prepared a Report on Remuneration, which is set out on page 10. As noted above, the Board intends to put in place fully constituted audit and remuneration committees by the end of 2022.
The Company announces, and posts on the Company’s website, the outcome of all resolutions tabled at general meetings (including annual general meetings). If a significant proportion of independent votes were to be cast against a resolution at any general meeting the Board’s policy would be to engage with dissenting shareholders concerned in order to understand the reasons behind the voting results.
Following this process the Board may make an appropriate public statement regarding any different action it has taken, or will take, as a result of the vote.
Country of incorporation and main country of operation
Vela Technologies Plc is registered in England & Wales (Registration Number 3904195) and its main country of operation is the UK.
The Company is subject to the City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.
Current constitutional documents
Please click on the link below for the Memorandum and Articles of Association.
Details of any other exchanges or trading platforms
The Company’s shares are traded on the Alternative Investment Market of the London Stock Exchange AIM.
Number of securities in issue & Significant Shareholders
As of 12 June 2023, the Company’s issued share capital consists of 16,252,335,184 ordinary shares with a nominal value of 0.01 pence each (“Ordinary Shares”), each share having equal voting rights. The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 16,252,335,184.
| HARGREAVES LANSDOWN (NOMINEES) LTD | 4,135,708,788 | 25.6% |
| INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED | 2,681,658,684 | 16.5% |
| JIM NOMINEES LIMITED | 1,865,401,829 | 11.5% |
| HSDL NOMINEES LIMITED | 1,710,077,751 | 10.5% |
| VIDACOS NOMINEES LIMITED | 1,137,917,147 | 7.0% |
| BARCLAYS DIRECT INVESTING NOMINEES LIMITED | 1,042,994,971 | 6.4% |
| PEEL HUNT HOLDINGS LIMITED | 801,560,264 | 5.0% |
The holdings of Interactive Investor Services Nominees Limited included 1,114,306,333 shares (representing 6.86% of the Company’s total issued ordinary shares) beneficially owned by Mr Christopher Cooke. No other individual beneficial holder held more than 3% of the Company’s total issued ordinary shares.
In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 0.01%.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
Financial information
Please click on the link below for access to the Company’s annual and interim reports.
Company’s Annual and Interim Reports
Company announcements
Please click on the link below to access notifications made by the Company since flotation on AIM.
News
Admission document and circulars
Company advisors
Please see below details of the Company’s Nominated Advisor and other key advisors.
| Registered office 15 Victoria Mews Mill Field Road Cottingley Business Park Bingley BD16 1PY |
Nominated Advisor Allenby Capital Limited 5 St Helen’s Place London EC3A 6AB |
Auditors TC Group Limited Elizabeth House 13-19 Queen Street Leeds LS1 2TW |
| Harrison Clark Rickerbys inc Sprecher Grier, 62 Cornhill, London, EC3V 3NH, United Kingdom |
Registrars Neville Registrars Neville House 18 Laurel Ln Halesowen B63 3DA |
Bankers Barclays Bank 27 Soho Square London W1D 3QR |
| Broker Peterhouse Capital Limited 80 Cheapside London EC2V 6DZ |