Corporate Governance Code – WHIreland
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Adoption of recognised corporate governance code

All AIM companies are now required to apply a “recognised corporate governance code” and to explain how they apply that code.

The Directors of the Company have always endeavoured to apply the highest level of Corporate Governance, and has done so by seeking to comply with the QCA Corporate Governance Code for Smaller Companies. On 8 March 2018, the London Stock Exchange issued revised rules for AIM-quoted companies, within which there is a requirement for AIM quoted companies to apply a recognised corporate governance code from September 2018 and incorporate details of how it complies with that Code in both its Annual Report and on its website.

The Company has chosen to apply the QCA Corporate Governance Code published in April 2018 (the “QCA Code”) and this Corporate Governance report is based upon the QCA Code.

The principal means of communicating the Company’s application of the QCA Code are the Company’s most recent Annual Report (pages 17 – 23) and the Corporate Governance section on the Company’s website (www.whirelandplc.com).

This statement has been collectively prepared by the Board of Directors of the Company (the “Board”). The Board refers to the QCA Corporate Governance Code as a useful guide to assist in articulating how the Company approaches and applies good corporate governance.

This report sets out the Company’s application of the Code, by the Board, and where appropriate, cross references other sections of the Annual Report. Where the Company’s practices depart from the expectations of the Code, the Board has given an explanation as to why.

The QCA Code is constructed around ten broad principles and a set of disclosures which notes appropriate arrangements for growing companies and requires companies who have adopted the QCA Code to provide an explanation about how they are meeting those principles through the prescribed disclosures. In the table below, the Board explains how it has applied them.

How it should be applied

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.

How the Company applies it

Page 5 of the Company’s Annual Report for the period ended 31 March 2020 sets out its principal strategy, which is to focus on continuing to grow the business across the two business divisions of Wealth Management and Corporate and Institutional Broking, with the ultimate objective of becoming the corporate broker of choice in the small and mid-cap company segment and a leading advice-driven wealth management service provider to retail clients.

The risks that attach to this strategy and how such risks are mitigated are set out at pages (67 to 72) of WHI’s annual report for the period ended 31 March 2020.

How it should be applied

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

How the Company applies it

The board is committed to regular shareholder dialogue with both its institutional and retail shareholders.

The principal opportunity for the board to meet shareholders is at the Company’s AGM, to which shareholders are encouraged to attend.

The Company also has a dedicated email address which investors can use to contact the company. The CEO is responsible for reviewing all communications received from shareholders and determining the most appropriate response.

To date, all responses from shareholders as to the procedures in place for dialogue have been positive.

How it should be applied

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.

How the Company applies it

The Company’s assessment of its key resources and relationships is set out on page 13 of WHI’s annual report for the period ended 31 March 2020.

The Directors believe that, in addition to its shareholders, the main stakeholders of the Company are its clients, its employees, the communities in which it operates and its three regulatory bodies (the London Stock Exchange, the FCA and the Isle of Man’s FSA).

The Company dedicates significant time to understanding and acting on the needs and requirements of each of these Groups by way of meetings dedicated to obtained feedback. The Company is also a member of certain organisations, such as the Quoted Companies Alliance, which encourages and facilitates active dialogue with some of the Company’s key stakeholders.

Linked to this, the Company endeavours to build relationships with those local communities in which it operates and some of those initiatives it has invested in, in recent years, are set out in the Company’s CSR section of its website.

How it should be applied

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).

How the Company applies it 

Pages 67 to 72 of the Company’s Annual Report for the period ended 31 March 2020 set out the risks to the Company’s business and outlook, and how such risks are minimised.

Given the areas in which the Company operates, risk is a particular focus.

The Company employs a Head of Compliance and Risk, which is a full time position within the Company and who is tasked with risk identification, assessment, management and the measurement of risk and threats to, the business. These risks are recorded within the Company’s risk register and cover all categories including human capital risk, regulatory risk, conduct (client) risk, competition, financial risk,  IT and operational resilience risk and legal risk. Each risk is ranked on impact and likelihood and mitigating strategies are identified.

In addition, the Executive Committee which is formed of the Executive Directors, the Heads of the business divisions, a representative from HR and the Head of Compliance and Risk meet to assess and monitor these risks; and discuss any new emerging risks arising in the day to day business.

The risk register and minutes from the Executive Committee are reviewed in Board meetings. The Directors receive progress reports from the Head of Compliance and Risk directly, to enable them to assess the effectiveness of the systems in place. These risks and systems are also tested by the Company’s external auditors on an annual basis.

How it should be applied

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.

How the Company applies it

All strategic decisions are decided by the Board acting collectively.

The Board consists of four Non-Executive Directors and two Executive Directors (with a third Executive Director, Stephen Ford, appointed subject to FCA approval). It is considered that Victoria Raffé, Philip Shelley, Simon Lough and Alistair Buchanan are independent Non-Executive Directors.

All Executive Directors are full time Directors of the Company and the Non-Executive Directors are expected to commit at least one day a month to the Company in addition to their attendance at board meetings.

The Board meets at least 12 times a year. The attendance record of each director is set out on the Company’s website.

Board minutes and related papers are circulated to Directors in good time ahead of the relevant Board meeting(s).

The Board has established audit, remuneration, risk, nomination and executive committees which meet regularly in accordance with their terms of reference. The details of these committees, including their terms of reference and composition, are set out below, in this Corporate Governance Report.

How it should be applied

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.

How the Company applies it

The Company has six directors being Phillip Wale, Philip Tansey, Victoria Raffé, Philip Shelley, Simon Lough and Alistair Buchanan. Details of these Directors and their relevant experience, skills and personal qualities are set out at pages 14 to 16 of the Company’s Annual Report for the period ended 31 March 2020.

The Company periodically holds briefings for the Directors covering regulations that are relevant to their role as Directors of an AIM-quoted company.

The Company also has a dedicated Human Resources and Compliance departments and also uses the services of a number of external training providers.  The Directors therefore have access to certain in-house seminars and external training courses to assist the Directors in keeping their skills are kept up to date.

The Board is supported by Katy Mitchell as Company Secretary and Head of Legal. Katy is a qualified corporate lawyer, a member of ICSA and a senior Qualified Executive within the Corporate Broking department of the Group. The Board also engages external legal advisers to advise them, where appropriate and necessary on the legal aspects of any ongoing regulatory queries.

How it should be applied

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.

How the Company applies it

Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner, with the exception of the Executive Directors who are assessed annually on performance by the Chair.

At this stage a formalised process has not been adopted. It is intended that the process will be formalised in due course, and details of the process and its results and recommendations will be published at a future date.

The Nomination Committee is required to give recommendations to the Directors where there are vacancies or where it is felt that additional directors should be appointed. For new appointments 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.

How it should be applied

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.

How the Company applies it

The Company’s website sets out the Company’s approach to corporate responsibility and the Company’s values relating to corporate culture. The Company’s CSR section of the website sets out the Company’s approach to corporate responsibility, the Group’s people, its social impact and the impact upon the environment in which it operates.

The Board seeks to ensure that all of its employees are aware of the Company’s ethical values which embodies seven core values. These are covered in the mandatory induction process for new employees and each employee is also assessed on their adherence to these values in their annual appraisal which influences promotion and reward.

How it should be applied

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.

How the Company applies it

The Board has an established Audit, Remuneration, Risk, Nomination and Executive Committees which meet regularly in accordance with their terms of reference. The details of these committees, including their terms of reference and composition, are set out in this Corporate Governance section. This detail also includes the roles and responsibilities of each of the Directors, with all of the Non-Executive Directors sitting on each of the sub-committees of the Board.

The matters reserved for the board, are set out in the Board Terms of Reference, and can be summarised as follows:

  • Reviewing, approving and guiding corporate strategy, major plans of action, risk appetite and policies, annual budgets and business plans; setting performance objectives; monitoring, implementation and corporate performance; and overseeing major capital expenditures, acquisitions and disposals;
  • Monitoring the effectiveness of the Company’s governance arrangements and practices, making changes as needed to ensure the alignment of the Company’s governance framework with current best practices;
  • Ensuring that appointments to the Board or its Committees are effected in accordance with the appropriate governance process;
  • Monitoring and managing potential conflicts of interest of management, Board members, shareholders, external advisors and other service providers, including misuse of corporate assets and abuse in related party transactions; and overseeing the process of external disclosure and communications.
  • The Board is also responsible for all other matters of such importance as to be of significance to the Group as a whole because of their strategic, financial or reputational implications or consequences.

At this stage the board believes that the governance framework is appropriate for a Company of its size but it continues to keep this under review.

How it should be applied

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 structures 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).

How the Company applies it

The Company is committed to open dialogue with all its stakeholders. The CEO liaises with the Company’s principal shareholders, regulators and, where appropriate, clients and relays their views to the wider Board.

On the Company’s website shareholders can find all historical regulatory announcements, Interim Reports and Annual Reports.  Annual Reports and Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company’s website. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests.

At the stage the Board does not publish an Audit Committee Report, but following the appointment of new Chair of the Audit Committee it will look to adopt such a report in the coming year.

Following the Company’s AGM the results of all votes will be made available on the website.