Corporate Governance
Directors’ names, biographies and responsibilities
Simon John Wilkinson, Executive Chairman
Simon Wilkinson is an experienced software executive and entrepreneur, having been involved with a number of public and private companies over his career. He was most recently Executive Chairman and then Chief Executive Officer of Mobica, a software services company offering bespoke development, QA and consultancy. He was previously Chief Executive Officer of Myriad Group AG, which was listed in Zurich, and founder and Chief Executive Officer of Magic4 Ltd, a mobile messaging software market leader, backed by 3i, Philips Ventures and Motorola Ventures. Simon joined the board of Sorted Group Holdings Plc on 25 May 2021.
Mahmoud Hamid Warriah, Chief Financial Officer
From startups to blue chips, Mahmoud has a strong track record of successfully delivering commercial, transitional and business transformational change. He is a qualified chartered accountant with extensive experience across multiple sectors and draws upon his computer science degree to resolve complex operational challenges. Mahmoud has been Sorted Holdings Limited’s acting interim chief financial officer since 3 October 2022 and subsequently joined the board of Sorted Group Holdings Plc on 29 January 2024 as chief financial officer.
Dr. Nigel John Burton, Non-Executive Director
Dr Nigel Burton spent 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries. Following this he spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. He is currently a Non-Executive Director of BlackRock Throgmorton Investment Trust plc, DeepVerge plc, eEnergy Group plc and Microsaic Systems plc. Dr Burton joined the board of Sorted Group Holdings Plc on 25 May 2021.
Petar Cvetkovic, Non-Executive Director
Petar is the Founder and current Chairman of Welford Investments Limited, which specialises in equity holdings in growth companies, ownership of freehold commercial properties and advisory work. Over the course of his 36-year career, he has led some of the UK’s best-known logistic firms, working in parcels, contract and shared-user distribution as well as supply chain and international logistics. Petar was formerly the Chief Executive Officer of DX (Group) Plc and Target Express. Petar joined the board of Sorted Group Holdings Plc on 29 January 2024.
Simon Wilkinson, Non-executive Chairman
This disclosure was last reviewed and updated on 19 February 2024
Section 172 Statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006 through adherence to the Quoted Companies Alliance Corporate Governance Code, as published on our website: www.sorted.com/investors/corporate-governance.
Sorted Group Holdings Plc (“Sorted” or the “Group”) are committed to maintaining an excellent reputation and strive for high standards, while maintaining an awareness of the environmental impact of the work that they do and strive to reduce their carbon footprint.
The Directors recognise the importance of the wider stakeholders in delivering their strategy and achieving sustainability within the business; in ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the company.
THE PRINCIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE
The Board members have a range of skills covering industry specific matters as well as financial experience. The new additions to the Board bring with them additional experience in capital markets on which the Enlarged Group will draw following Admission.
The Board is expected to meet at least once every month to review, develop and approve the Group’s strategy, budgets and corporate actions and oversee the Group’s progress towards its goals. The Board has established an Audit Committee chaired by Dr. Nigel Burton who is supported by Petar Cvetkovic as a committee member, a Remuneration Committee chaired by Petar Cvetkovic who is supported by Dr. Nigel Burton and Simon Wilkinson as committee members and lastly a Nomination Committee chaired by Dr. Nigel Burton who is supported by Petar Cvetkovic as a committee member. Each committee has formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Board has established an Audit Committee chaired by Dr. Nigel Burton who is supported by Petar Cvetkovic as a committee member, a Remuneration Committee chaired by Petar Cvetkovic who is supported by Dr. Nigel Burton and Simon Wilkinson as committee members and lastly a Nomination Committee chaired by Dr. Nigel Burton who is supported by Petar Cvetkovic as a committee member. Each committee has formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the New Board to consider specific issues when the need arises.
The Group will comply with the ten principles of the QCA Code on a “comply or explain basis”, as detailed below.
Like all aspects of the QCA Code, addressing the disclosure requirements is not approached as a compliance exercise; rather it is approached with the mindset of explaining and demonstrating the Group’s good governance to external stakeholders. The role of the Non-Executive Chair is to lead the board and to oversee its function and direction. The Non-Executive Chair has the overall responsibility for implementing an appropriate corporate governance regime.
Principle 1: Establish a business strategy and business model which promote long-term value for shareholders
The Group’s business model and strategy is set out in Part I of the Admission Document. The Directors believe that the Group’s model and growth strategy will help to promote long-term value for shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Group.
The principal risks facing the Group are set out in Part II of the Admission Document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks, including implementing a risk management framework.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Directors recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with its existing shareholders, new investors and potential investors in order to assist it in developing an understanding of the views of its shareholders.
There will be an active dialogue maintained with shareholders. Shareholders will be kept up to date via announcements made through a regulatory information service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a regulatory information service and in accordance with its obligations under the AIM Rules for Companies and the UK Market Abuse Regulation (“UK MAR”), for which it has adopted appropriate policies to ensure compliance.
The Group’s annual report and notice of annual general meeting (“AGM”) will be sent to all shareholders of the Group and will be available for download from the Group’s website. Shareholders are encouraged to attend the annual general meeting in order to express their views on the Group’s business activities and performance and will be provided with an opportunity to ask questions during the formal business or, more informally, following the meeting.
The Directors are keen to ensure that the voting decisions of shareholders are reviewed and monitored, and the Group intends to engage with shareholders who do not vote in favour of resolutions at AGMs.
The Company Secretary is the main point of contact for such matters. The Directors have also undertaken to organise various events throughout the year (presentations, seminars, webinars) for existing and potential shareholders to gain a greater understanding of the Group’s strategy, products and market.
All contact details for investor relations are included on the Group’s website.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, and customers part of its business strategy. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-to-day running of the business.
The Directors will maintain regular dialogue with staff through monthly newsletters and formal and informal staff meetings which provide opportunities to receive feedback on issues affecting the Group.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The principal risks facing the Group are set out in Part II of the Admission Document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the Group’s annual report and accounts going forward. The Board has overall responsibility for the determination of the Group’s risk management objective and policies and has also established the Audit Committee.
The Group encourages feedback from its suppliers through frequent communication with them.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair
The Group’s Board comprises five Directors, two of whom are Executive Directors and three of whom are Non-Executive Directors (which includes the Non-Executive Chair), reflecting a blend of different experiences and backgrounds. The biographies of the Directors are set out in paragraph 9 of Part I of the Admission Document. The Directors consider that the Board combines a blend of sector and market expertise, with an effective Executive Management team and appropriate oversight by independent Non-Executive Directors. The Directors believe that the composition of the Board brings a desirable range of skills and experience in light of the Group’s challenges and opportunities.
The Board will meet regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit Committee, the Nomination Committee and the Remuneration Committee.
The QCA Code recommends that that a board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Excluding Simon Wilkinson, Dr. Nigel Burton and Petar Cvetkovic are considered to be independent for the purpose of the QCA Code. In this respect, while Dr. Nigel Burton’s shareholding in the Group is acknowledged, Dr. Nigel Burton interest in the Group is largely the result of the receipt of ordinary shares in lieu of cash to historically facilitate cost-savings for the Company, rather than actively seeking an equity interest. With this in mind and noting that Dr. Nigel Burton is not an employee of the Group nor holds a business relationship with the Group, the Board is satisfied that he brings independent judgment to bear in his role as a non-executive director and is therefore able to resist inappropriate demands from executive directors and senior management. Similarly, noting that Petar Cvetkovic is not an employee of the Group, does not have a business relationship with the Group and is not a significant shareholder in the Group, the Board is satisfied that Petar Cvetkovic is able to exercise independent judgement as a Non-Executive Director of the Group, notwithstanding Petar Cvetkovic being a member of the existing concert party. In any event, the Board intends to appoint a further independent non-executive director to the board of directors of the Group within 12 months from 19 February 2024.
Principle 6: Ensure that between them the Directors have the necessary up to date experience, skills and capabilities
The skills and experience of the Directors are summarised in their biographies set out in paragraph 9 of Part I of the Admission Document.
The Directors believe that the Board has a balance of sector, financial and public market skills and experience appropriate for the size and stage of current development of the Group and that the Board has the skills and requisite experience necessary to execute the Group’s strategy and business plan whilst also enabling each director to discharge his or her fiduciary duties effectively. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to develop the Group. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically.
The Nomination Committee oversees the process and makes recommendations to the Board on all new board appointments. Where new Board appointments are considered, the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. While the Board has not yet adopted any formal policy on gender balance, ethnicity or age group, it is committed to fair and equal opportunity and fostering diversity subject to ensuring appointees are appropriately qualified and experienced for their roles. The Nomination Committee also considers succession planning.
The Group retains the services of independent advisors including financial, legal, and investor relations advisers that are available to the Directors and who provide support and guidance to the Directors and complement the Group’s internal expertise.
The Directors will carry out an evaluation of the Board’s performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. The Company Secretary supports the Chairman in addressing the training and development needs of the Directors.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous Improvement
The Directors will consider the effectiveness of the Board, the Audit Committee, the Nomination Committee, the Remuneration Committee, and the individual performance of each Director. The outcomes of performance will be described in the annual report and accounts of the Group.
All Directors undergo a performance evaluation before being proposed for re-election to ensure that their performance is, and continues to be, effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role. Directors resign and stand for re-election at the Group’s first AGM following their appointment. One-third of continuing Directors stand for re-election on an annual basis. Simon Wilkinson was last re-elected as a director by shareholders at the Company’s annual general meeting held on 28 July 2023. Dr Nigel Burton was last re-elected as a director by shareholders at the Company’s annual general meeting held on 30 June 2022.
The Directors considers that the corporate governance policies it has in place for Board performance reviews are commensurate with the size and development stage of the Group. As the Group grows, the Board, will re-consider the need for board evaluation.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Directors recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group and that this will impact performance. The culture is set by the Directors and is considered and discussed at meetings involving the Directors and the Board is aware that the tone and culture its sets impact all aspects of the Group and the way that employees behave. The Directors will promote a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings.
The employee handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees. The Directors will take responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Group. The Group also has an established code for directors’ and employees’ dealings in the Group’s securities which is appropriate for a company whose securities are traded on AIM, and is in accordance with Rule 21 of the AIM Rules and compliant with UK MAR.
The Directors believe that a long-term sustainable business model is essential for discharging the Directors’ responsibility to promote the success of the Group, its employees, shareholders and other stakeholders of the business. In considering the Group’s strategic plans for the future, the Directors proactively consider the potential impact of its decisions on all stakeholders within its business, in additional to considering the broader environmental and social impact as well as the positive impact it can have within the local communities in which the Group operates.
The Group fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Group and its supply chain.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Chair leads the board of Directors and is responsible for its governance structures, performance and effectiveness. The board of Directors retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
The roles of Chair and Chief Executive Officer are split, and Carmen Carey is Chief Executive Officer who, supported by the other executive Directors, is responsible for the operation of the business and delivering the strategic goals agreed by the board of Directors. Dr. Nigel Burton and Petar Cvetkovic are responsible for bringing independent and objective judgement to the Executive Directors decisions and are all considered to be independent and were selected with the objective of bringing experience and independent judgement to the board of directors the Group.
The board of Directors of the Group is supported by the Audit Committee, the Nomination Committee and the Remuneration Committee. There are certain material matters which are reserved for consideration by the full Board and these are formally recorded. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties.
The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Responses to the principles of the QCA Code and the information that will be contained in the Group’s annual report and accounts provide details to all stakeholders on how the Group is governed. The Board is of the view that the annual report and accounts as well as its half year report and the Group’s website will be the key communication channels through which progress in meetings the Group’s objectives and updating its strategic targets can be given to the shareholders.
Additionally, the Directors will use the Group’s annual general meetings as a mechanism to engage directly with shareholders, to give information and receive feedback about the Group and its progress.
The Group’s website in compliance with the AIM Rules, will be updated on a regular basis with, inter alia, information regarding the Group’s details of relevant developments, regulatory announcements, financial reports and shareholder circulars.
All contact details for investor relations are included on the Group’s website.
Board Responsibilities
An effective Board leads and controls the Group and has a schedule of matters reserved for its approval.
- •The Board is specifically responsible for:
- •development and approval of the Group’s strategy and its budgetary and business plans;
- •approval of significant investments and capital expenditure;
- •approval of annual and half-year results and interim management statements, accounting policies and the appointment and remuneration of the external auditors;
- •approval of interim, and recommendation of final, dividends;
- •changes to the Group’s capital structure and the issue of any securities;
- •establishing and maintaining the Group’s risk appetite, system of internal control, governance and approval authorities;
- •executive performance and succession planning;
- •determining standards of ethics and policy in relation to health, safety, environment, social and community responsibilities;
- •disclosure to the market and shareholders.
Strategy is continually monitored and reviewed by the Board.