The following information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
The last update was on September 27, 2018.

Board of directors

Chairman Lord David Willetts
Non Executive Director George Katzaros
Non Executive Director Anthony Rawlinson
Chief Executive Officer Dr. Geoff Nesbitt

Latest Financial Reports
Reports File type Download
Verditek Interim Results 29.9.2017. pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Verditek Plc Group Annual Report and Financial Statements Year Ended 31 December 2017 pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Verditek Interim Results for six months ended 30 June 2018 pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
AIM Securities in Issue

202,117,265 AIM securities in issue as at 29-March-2018

There are no shares held in Treasury.

 

 

Country of Incorporation

Verditek PLC was incorporated in England and Wales in 2016. The Company Registration Number is 10114644.

Company Secretary

David Wilson

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
Verditek PLC Admission Document (2017) pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Articles of Association File type Download
Verditek PLC Articles of Association (2017) pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Annual Reports File type Download
Annual Report Year Ended 31 December 2017 pdf Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Circulars File type Download
AGM 9 July 2018 Circular PDF Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
Proxy Vote for AGM 9 July 2018 PDF Download 4e0cd6e013e86998cdd0299ddd168574ae6dc4a256180f62fb1e4b5eab724b61
AIM Securities in Issue not in Public Hands

27%

Regulatory News
Main Country of Operation

UK and the Republic of San Marino.

Nominated Adviser and Broker

Stockdale Securities Limited
100 Wood Street
London
EC2V 7AN

Financial Adviser

Strand Hanson Limited
26 Mount Row
London
W1K 3SQ

Auditors

Crowe Clark Whitehill
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
18 Laurel Lane
Halesowen
B63 3DA

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 the Takeover Code

THE QUOTED COMPANY ALLIANCE (QCA) CODE

The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in our next annual report.

Lord David Willetts, Non-executive Chairman 

This disclosure was last reviewed and updated on 27th September 2018. In the future we will review and update our corporate governance each year, coinciding with the release of our annual corporate accounts and report.

 

DELIVER GROWTH

QCA Code Principle

Application (as set out by QCA)

What we do and why

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.

Verditek’s strategy is explained fully within our Strategic Report section on pages 4 & 5 of our Report and Accounts for the year ended 31 December 2017.

Our strategy is focused on achieving first sales; investing in longer term development opportunities and developing the organisation. 

The key challenges to the business and how these are mitigated are detailed on pages 8, 9 and 10 of our Report and Accounts for the year ended 31 December 2017.

2.Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Whilst the company is pre-revenue the Board is committed to returning value to our shareholders through execution of our strategy.

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 (Stockdale Securities)

PR Company (Whiteoaks)

Details of the investor engagement and the people responsible for shareholder liaison can be found on the Company website.

3. Take into account wider stakeholder and social implications for long-term success responsibilities and their implications for long-term success

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.

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.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

The executive has created a communications program that engages with trade and interest groups working in the markets where our products are sold and applied. We have prepared and published articles on topics addressing the ethical and social aspects of our products as a renewable energy solution alternative to conventional products. We attend conferences each year to ensure we remain informed.

Our website maintains a channel to receive feedback from all stakeholders.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

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.

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).

Risk Management on pages 8,9 and 10 of our Report and Accounts for the year ended 31 December 2017 details the risks to the business and how these are mitigated.

The Board considers risk to the business at every Board meeting. The Board are appraised of any changes in the risk profile through weekly Board updates; 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.

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code Principle

Application (as set out by QCA)

What we do and why

5. Maintain the board as a well- functioning, balanced team led by the chair

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 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.

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 should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

The Company is controlled by the Board of Directors. Lord David Willetts, the Non-executive Chairman, is responsible for the running of the Board and Geoff Nesbitt, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy.

All Directors receive regular and timely information the Group’s operational 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 comprises two Executive Directors and three Non-Executive Directors. The Board considers that all Non- executive Directors bring an independent judgement to bear.

The Executive Directors are full time and the Non-Executive Directors provide such time as is required to fully and diligently perform their duties.

The Board holds monthly Board calls and quarterly face to face Board meetings.

It is intended that the Annual Report and Accounts for the year ending 31 December 2018 will include the attendance record of each director at Board meetings.

6.Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

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.

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.

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.

Directors of the board have attended professional NED instruction and have proven track-records of serving on boards previously.

The board comprises members with a mix of class and national origins and speaks four languages.

The board will work to increase the diversity of the directors.

Further information about the Board’s skillset, including each Director’s past experience and CV, is set out on the Company website and additional information will also be available in the Annual Report for the year ending 31 December 2018.

7.Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

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 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.

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.

The Company was admitted to trading on AIM in August 2017. Since that time there has been a 50% turnover in Board membership with the appointment of a new Non-Executive Chairman; a new CEO; a new CFO and resignation of a Non-Executive Director.

The Company is pre-revenue 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.

Appraisals are scheduled to be carried out each year with all Executive Directors.

All continuing Directors stand for re-election on an annual basis.

As the Company has only recently been admitted to AIM, no previous performance criteria were in place from which the current performance criteria set out above have evolved.

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.

8.Promote a corporate culture that is based on ethical values and behaviours

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.

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 Corporate and Social Responsibility section on page 13 of our Report & Accounts for the year ended 31 December 2017 details the ethical values of the Company.

The company is by definition vested in the development of renewable alternatives for conventional industrial processes in the fossil fuel, water treatment, and power generation sectors.

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.

9. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

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.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

Our Corporate Governance Report on page 12 of our Report & Accounts for the year ended 31 December 2017 details the company’s governance structures and why they are appropriate and suitable for 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.

 

BUILD TRUST

QCA Code Principle

Application (as set out by QCA)

What we do and why

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

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.

In particular, 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.

It should be clear where these communication practices are described (annual report or website).

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.

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.

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.

Board Committees

Audit Committee

Lord David Willetts, Chair
Anthony Rawlinson

The Company has established an audit committee, which comprises Lord David Willetts (Chairman) and Anthony Rawlinson. 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 and Nominations Committee

 

Anthony Rawlinson, Chair
George Katzaros
Geoff Nesbitt

The Company has established a remuneration and nomination committee, which comprises Anthony Rawlinson (Chairman), George Katzaros and Geoff Nesbitt. The remuneration and nomination committee meets as often as required to enable it to fulfill its obligations to the Company. The remuneration and nomination committee is responsible for reviewing the performance of the executive directors, 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 and nomination committee will also approve the design of and determine targets for any performance-related pay schemes operated by the Company. The remuneration and nomination committee’s main functions also include, inter alia, reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure that the Board operates effectively. The remuneration and nomination committee will also identify and nominate suitable candidates to join the Board when vacancies arise and make recommendations to the Board for the re-appointment of any non-executive directors. The remuneration and terms and conditions of the non-executive Directors are set by the entire Board.

 

Shareholders with > 3%
Signficant Shareholders (over 3%) number of ordinary Shares % of total issued shares
GEORGE KATZAROS 27,416,675 13.6%
PAUL HARRISON 15,440,000 7.6%
HARGREAVES LANSDOWN (NOMINEES) LIMITED A/c VRA 11,349,727 5.6%
THEODORE CHAPMAN 10,050,000 5.0%
HARGREAVES LANSDOWN (NOMINEES) LIMITED A/c HLNOM 9,956,401 4.9%
BREWIN NOMINEES LIMITED 7,500,000 3.7%
ANTHONY RAWLINSON  7,350,000 3.6%
PERSHING NOMINEES LIMITED WRCLT 6,999,999 3.5%
ASHTON NOMINEES INC 6,979,921 3.5%
PLATFORM SECURITIES NOMINEES LIMITED A/c KKCLT 6,221,369 3.1%
JAMIE BUCHAN 6,000,000 3.0%
       
Total 115,264,092 57.0%