AIM Rule 26
The following information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Board of directors
Chairman Lord David Willetts
Chief Executive Officer Rob Richards
Non Executive Director Gavin Mayhew
Non Executive Director George Katzaros
Financial Reports
| Reports | File type | Download |
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| Verditek Group Interim Accounts June 2022 |
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| Verditek plc Group Annual Report and Financial Statements Year Ended 31 December 2021 |
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| Verditek Group Interim Accounts June 2021 |
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| Verditek plc Group Annual Report and Financial Statements Year Ended 31 December 2020 |
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| Verditek Group Interim Accounts Jun 2020 |
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| Verditek plc Group Annual Report and Financial Statements Year Ended 31 December 2019 |
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| Verditek Group Interim Accounts June 2019 |
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| Verditek plc Group Annual Report and Financial Statements Year Ended 31 December 2018 |
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| Verditek Interim Results for six months ended 30 June 2018 |
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| Verditek Plc Group Annual Report and Financial Statements Year Ended 31 December 2017 |
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| Verditek Interim Results 29.9.2017. |
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AIM Securities in Issue
443,538,306 AIM Securities in issue as of 16th of February 2023.
There are no shares held on Treasury.
Country of Incorporation
Verditek PLC was incorporated in England and Wales in 2016. The Company Registration Number is 10114644.
Company Secretary
CFPRO COSEC LIMITED
Trading Information
Shares in Verditek plc are only traded on AIM, a market operated by the London Stock Exchange plc and has not applied or agreed to have any of its securities admitted or traded to any other exchange or platform.
There are no restrictions on the transfer of ordinary shares.
Admission Document, Articles of Association and Circulars
| Admission Documents | File type | Download |
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| Verditek PLC Admission Document (2017) |
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| Articles of Association | File type | Download |
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| Verditek PLC Articles of Association (2017) |
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| Circulars | File type | Download |
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| Notice of AGM 5 August 2022 |
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| Proxy Vote for AGM 9 July 2018 |
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| AGM 9 July 2018 Circular |
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AIM Securities in Issue not in Public Hands
17%
The Directors’ shareholdings which have been disclosed to the Company are as follows:
| Shareholders | number of ordinary Shares | % of total issued shares |
|---|---|---|
| Mr Gavin Mayhew | 47,157,381 | 10.63% |
| Mr George Katzaros | 26,166,675 | 5.90% |
| Mr Rob Richards | 2,437,833 | 0.55% |
Regulatory News
Main Country of Operation
United Kingdom and Italy.
Nominated Adviser and Broker
WH Ireland Limited
24 Martin Lane
London EC4R 0DR
United Kingdom
Financial Adviser
WH Ireland Limited
24 Martin Lane
London EC4R 0DR
United Kingdom
Auditors
Crowe UK LLP
St. Bride's House
10 Salisbury Square
London
EC4Y 8EH
Solicitors
Peachey & Co LLP
95 Aldwych
London,
WC2B 4JF
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Description of Business
Verditek plc is an AIM quoted, clean technology company. Verditek is dedicated to commercialising proven technology that can deliver significant competitive advantage compared to conventional industrial solutions. From light-weight solar modules, cutting edge de-odourisation, and ground-breaking CO2 capture, Verditek is realising tomorrow’s technologies today.
Corporate Governance and Takeover Code
THE QUOTED COMPANY ALLIANCE (QCA) CODE
The Directors recognize that good corporate governance is a key foundation for the long-term success of the Group. As the Company is listed on the AIM market of the London Stock Exchange and is subject to the continuing requirements of the AIM Rules. The Board has therefore adopted the principles set out in the Corporate
Governance Code for small and midsized companies published by the Quoted Companies Alliance (“QCA Code”).
The principles are listed below with an explanation of how the Company applies each principle, what we do and why.
DELIVER GROWTH
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QCA Code Principle |
Application (as set out by QCA) |
What we do and why |
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| 1. Establish a strategy and business model which promote long-term value for shareholders | The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. | The Company’s strategy is explained fully within our Chief Executive’s Report section of our Report and Accounts for the year ended 31 December 2021. Our strategy is focused on converting the current sales pipeline. The key challenges to the business and how these are mitigated are detailed on pages 9 to 12 of our Report and Accounts for the year ended 31 December 2021. |
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2. Seek to understand and meet shareholder needs and expectations
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Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. | Whilst the company is early stage, the Board is committed to returning value to our shareholders through execution of our strategy. |
| The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions. | Verditek plc encourages two-way communication with its investors and responds quickly to all queries received. The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. The people responsible for shareholder liaison are: The Chief Executive Officer The Chief Financial Officer Nomad (W.H. Ireland Limited) The Chief Executive Officer is responsible for shareholder liaison and he can be contacted using the “contact” link on the Company website. |
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3. Take into account wider stakeholder and social implications for long-term success responsibilities and their implications for long-term success
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Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations. | The executive maintains communications with trade and interest groups working in the markets where our products are sold and applied. |
| Where matters that relate to the company’s impact on society, the communities within which it operates, or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. | The Company is committed to developing green technology, and this forms the backbone to decision making. | |
| Feedback is an essential part of all control mechanisms, and is welcomed from all stakeholder groups. | Our website maintains a channel to receive feedback from all stakeholders. | |
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4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
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The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer. | Risk Management on pages 9 to 12 of our Report and Accounts for the year ended 31 December 2021 details the risks to the business and how these are mitigated. |
| Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite). |
The Board considers risk to the business a minimum of quarterly. The Board are appraised of any changes in the risk profile through monthly Board calls and quarterly face to face Board meetings. The Company formally reviews and documents the principal risks to the business at least annually. | |
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5. Maintain the Board as a well- functioning, balanced team led by the chair
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The Board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board. | The Company is controlled by the Board of Directors. The Rt Hon. Lord David Willetts FRS, the Non-executive Chairman, is responsible for the running of the Board and Rob Richards, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy. |
| The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. | All Directors receive regular and timely information on the Group’s operation and financial performance. Relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the company’s expense. | |
| The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement. | The Board comprises one Executive Director and three Non-Executive Directors. The Board considers that all Non-Executive Directors bring an independent judgement to bear. | |
| The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. | The Executive Director is full time and the Non-Executive Directors provide such time as is required to fully and diligently perform their duties. | |
| Directors must commit the time necessary to fulfil their roles. | The Board holds monthly Board meetings. Details of the attendance record of each director at Board meetings is included in Director’s report of the Annual Report. | |
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6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
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The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. | Directors of the Board have attended professional NED instruction and have proven track-records of serving on boards previously. |
| The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. | The Board will work to increase the diversity of the Directors. | |
| As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change. | Further information about the Board’s skillset, including each Director’s experience and CV, is set out on the Company website and additional information is shown on page 13 of the Annual Report for the year ending 31 December 2021. | |
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7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
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The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. | The Company was admitted to trading on AIM in August 2017. Since that time there has been a greater than 50% turnover in Board membership. A board performance evaluation will be carried out in the second half of 2022 to look critically at what we do and to identify areas of improvement. An appraisal is scheduled to be carried out each year with the Executive Director. |
| The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. | The Company is early stage and as such the new Board has been focussed on ensuring that sufficient capital is in place to execute its strategy: first sales; investing in longer term development opportunities and developing the organisation. It is against the performance of this strategy that the Board is currently assessed. |
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| It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable. | As the Board of the Company was formed only relatively recently, no formal succession plans are currently in place, but the Board will continue to review this also keeping in mind the outcome of each performance review. | |
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8. Promote a corporate culture that is based on ethical values and behaviours
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The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. |
The Corporate and Social Responsibility section on page 23 of our Report & Accounts for the year ended 31 December 2021 details the ethical values of the Company. |
| Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company. |
The Company’s Policy and Procedures manual is made available to staff as part of their induction and anti-bribery and anti-corruption training is compulsory. Staff are encouraged to ask questions and seek clarifications from senior members of the team on these policies. This year, to complement our existing Policies and Procedures, the company has implemented policies around Code of Conduct, Social Media and Share Dealing. |
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9. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board
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The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its: • size and complexity; and • capacity, appetite and tolerance for risk. |
Our Corporate Governance Report on page 15 to 19 of our Report & Accounts for the year ended 31 December 2021 details the Company’s governance structures and why they are appropriate and suitable for the Company. |
| The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company. | The Board has a formal schedule of matters reserved to it and is supported by the Audit and Remuneration Committees. Due to the size of the Group, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than a committee but will regularly reconsider whether a nominations committee is required The Audit Committee and a Remuneration Committee have formally delegated duties and responsibilities and with specific terms of reference and these are available from the Company website. |
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10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
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A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. | The Company encourages two-way communication with its investors and responds quickly to all queries received. The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. |
| Appropriate communication and reporting structure should exist between the Board and all constituent parts of its shareholder base. This will assist: the communication of shareholders’ views to the board; and the shareholders’ understanding of the unique circumstances and constraints faced by the company. |
The executive has developed a mature communications program to engage in dialogue with our stakeholders through a mix of media channels. A range of corporate information (including all Company announcements, historical annual reports and other governance related material since the company was admitted to AIM in August 2017) is also available to shareholders, investors and the public on the Company website. |
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| It should be clear where these communication practices are described (annual report or website). | The Company will disclose outcomes of all votes at shareholder meetings in a clear and transparent manner by either publishing a market announcement or by reporting it on the Company website. If a considerable proportion of votes (20%) have been cast against a resolution at any meeting of shareholders, the Company will include an explanation of what actions it intends to take to understand the reasons behind that vote result and, where appropriate, any different action it has taken, or will take, as a result of the vote. |
This was reviewed on 30 June 2022.
The Company is subject to the UK City Code on Takeovers and Mergers.
Board Committees
Audit Committee
Lord David Willetts, Chair
Gavin Mayhew
The Company has established an audit committee, which comprises Lord David Willetts (Chairman) and Gavin Mayhew. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
Remuneration Committee
George Katzaros, Chair
Gavin Mayhew
The Company has established a remuneration committee, which comprises George Katzaros (Chairman) and Gavin Mayhew. The remuneration committee meets as often as required to enable it to fulfil its obligations to the Company. The remuneration committee is responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration paying due regard to the interests of shareholders as a whole and the performance of the Company. The remuneration committee will also approve the design of and determine targets for any performance-related pay schemes operated by the Company.
Shareholders with > 3%
| Significant Shareholders (over 3%) | number of ordinary Shares | % of total issued shares |
|---|---|---|
| Hargreaves Lansdown (Nominees) Limited | 114,171,215 | 25.74% |
| Vidacos Nominees Limited | 64,420,040 | 14.52% |
| Pershing Nominees Limited | 49,340,198 | 11.12% |
| Interactive Investor Services Nominees Limited | 23,138,131 | 5.22% |
| The Bank Of New York (Nominees) Limited | 21,020,495 | 4.74% |
| HSDL Nominees Limited | 20,604,442 | 4.65% |
| JIM Nominees Limited | 19,118,490 | 4.31% |
| Platform Securities Nominees Limited | 14,656,941 | 3.30% |
This information was updated on 28th Feb 2023