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Modern Water plc
Old Portsmouth Road
Incorporated in England and Wales, Registered No.: 5963927
UK City Code on Takeovers and Mergers: Modern Water plc is subject to the UK City Code on Takeovers and Mergers.
Governance code: the directors of Modern Water plc (the “Company”) acknowledge the importance of high standards of corporate governance. The QCA Code, published by the Quoted Companies Alliance, sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies. The Company currently complies with the QCA Code.
Board composition: the board consists of four directors, three of whom are non-executive directors. Of these three directors, one (Michael Townend), is an appointee of IP Group plc, the Company’s largest shareholder. Michael Townend has served on the Board for over 10 years and has a background in banking and finance within the IP investment sector. Notwithstanding the length of his service, the board considers that Michael Townend exercises independent judgement in relation to the Company’s affairs, but he cannot be regarded as independent as a result of his having been an appointee of a substantial shareholder in the Company, IP Group plc. Both Alan Wilson and Dr Piers Clark are identified as independent. Simon Humphrey is the Company’s Chief Executive Officer. Toby Schumacher serves as Company Secretary to the board and each of its committees.
Engagement with shareholders & other stakeholders: the Company’s management team regularly meets with shareholders in order to obtain feedback from and develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base. Furthermore, the board encourages shareholders to keep up-to-date with recent developments by signing up on its website to the Company’s regular newsletters and to follow the Company on social media. Other Stakeholders: other than shareholders, the Company’s key stakeholders are customers and staff. Given the size of the Company, most matters relating to customers and key employees are dealt with at board level.
Corporate culture: the Company is committed to ensuring that it operates according to the highest ethical standards, for which the board has primary responsibility. The directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. As the board currently fulfils the responsibilities that might otherwise be assumed by a Nominations Committee, the directors have responsibility for ensuring that individuals employed by the Company and its subsidiaries demonstrate the highest levels of integrity. In addition, the Company has a formal Anti-Bribery & Anti-Corruption Policy and a Share Dealing Policy. The board tasks the Company’s General Counsel & Company Secretary on a regular basis to provide training on legal compliance and ethical behaviour to all staff and also to draw the Company’s high standards to the attention of the Company’s suppliers and distributors.
Meetings and board Committees: The board meets and will continue to meet at least six times a year to review, formulate and approve the Company’s strategy, budget, corporate actions and major items of capital expenditure. The board has established an audit committee and a remuneration committee, with formally delegated duties and responsibilities and each with written terms of reference, which can be found by clicking the link further below.
Remuneration Committee: the remuneration committee is comprised of Michael Townend, Dr Piers Clark and Alan Wilson, and is currently chaired by Dr Piers Clark, an independent non-executive director The remuneration committee reviews the performance of the executive director and makes recommendations to the board in respect of the directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee also makes recommendations to the board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. In exercising this role, the directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance.
Audit Committee: the audit committee is comprised of Michael Townend, Dr Piers Clark and Alan Wilson, and is currently chaired by Alan Wilson as its interim chairman. The board intends that the committee will in future be chaired by an independent non-executive director, whilst Alan Wilson will remain a member of the committee. The audit committee has the primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. The committee, amongst other things, determines and examines matters relating to the financial affairs of the Company, including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company. The audit committee has unrestricted access to the Company’s external auditors.
Matters reserved for the board: Among the matters reserved for the board are the responsibility for the overall management of the Company, approval of its long-term objective and commercial strategy, the review of performance in light of said strategy, ensuring the maintenance of a sound system of internal control and risk management, as well as corporate governance matters such as determining the independence of directors and considering the balance of interests between shareholders, employees, customers and the community.
Share Dealing Code: the Company has adopted a share dealing code for the directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (including relating to the restrictions on dealings during close periods in accordance with MAR and with Rule 21 of the AIM Rules for Companies) and the Company takes all reasonable steps to ensure compliance with the share dealing code by the directors and any relevant employees.
Departures from QCA Code: the Company currently departs from the QCA Code in a number of respects, and in particular:
(i) Evaluation of board performance: the board currently runs a self-evaluation process on board effectiveness. At the current stage of the Company’s development, assessment of the board’s performance and that of its committees will continue to be undertaken by the board as a whole, led by the Company’s chairman. Although the Company has no formal procedure for measuring the effectiveness of the board, the board will be carefully reviewing its effectiveness and the need to refresh its membership by reference to financial performance, adherence to budgets and the overall growth of the Company and taking account of the opinions and insights of its auditors, Nominated Adviser, broker, legal and other advisers. The method of assessing board effectiveness and performance will be reviewed on a continuing basis.
(ii) Succession planning: the Company has not adopted a policy on succession planning in particular with regard to the Company’s chief executive, Simon Humphrey. The chief executive is however required to give twelve months’ notice under his contract of employment if he wishes to leave the Company. the board proposes to consider succession planning as part of its regular review of Board effectiveness.
(iii) Board diversity: the Company is committed to a culture of equal opportunities for all employees regardless of gender. The board will be diverse in terms of its range of culture, nationality and international experience. All directors are currently male. If it is agreed to expand the board (or if and when new replacement directors are sought in the future), the board will, subject to identifying appropriate candidates, look to fill at least one of the vacancies with a female director.
(iv) Senior Independent Director: the Company does not have a director designated as a Senior Independent Director. In light of the size of the board, and the Company’s stage of development, the board does not consider it necessary to appoint a Senior Independent Director at this stage, but will nevertheless keep this under review as part of the board’s evaluation on board effectiveness.
For further information, click on the links below: