Sabien Technology Group plc is committed to value creation for all its stakeholders. The Board believes that value will be enhanced by regular and informed communication with shareholders: investor relations as common purpose. We encourage questions and commit to providing answers where we can in a timely fashion.
AIM Rule 26
Investor Notice: Further updates pending following appointment of directors.
Corporate Governance Report
In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies with a corporate governance framework that is appropriate for a Company of our size and nature. The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code. The updated 2018 QCA Code has 10 principles that should be applied. Each principle is listed below together with an explanation of how the Company applies or otherwise departs from each of the principles.
The Company is subject to the City Code on Takeovers and Mergers.
Statement of compliance with the QCA Code and applying the principles of good governance
The Company is committed to meeting these principles as far as it reasonably can and the commentary below reflects the extent to which the Company has complied with the QCA Code during the period under review.
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles:
Business Model and Strategy
Subject to a near term review of the Company’s market and capabilities, the Company intends to invest for growth in the following areas:
- Utilise its existing research and development pipeline to make existing hardware (M2G, M1G) Internet-of-Things (“IoT”) capable and enable substantial data capturing, storage, and analysis for the Sabien technologies.
- Migrate new product design into the IoT and Cloud-enabled subscription services with the potential to assess third party licensing.
- Enter the key US market through Original Equipment Manufacturer (OEM) relationships.
- Maintain a network of overseas distribution partners to deliver material revenue for the Group.
- Maintain or exceed an installation capacity in line with company forecasts and to continue providing our clients and partners with a world class project management service and experience.
- Maintaining brand awareness and reputation of the Group.
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information on the Company though its website, www.sabien-tech.co.uk, and via Richard Parris, Executive Chairman and Edward Sutcliffe, Company Secretary who are available to answer investor relations enquiries.
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. For example, a companywide internal information system shares live information on key suppliers, customers and projects, allowing the Company to efficiently fulfil customer requirements. Furthermore, all employees of the Company participate in an annual assessment process which is designed to ensure that there is an open and confidential dialogue with each person in the Company to promote successful two-way communication with agreement on goals, targets and aspirations of the employee and the Company. These feedback processes help to ensure that the Company can respond to new issues and opportunities that arise to further the success of employees and the Company. The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.
The Group places great importance on internal control and risk management. A risk-aware and control-conscious environment is promoted and encouraged throughout the Group. The Board, either directly or through its committees, sets objectives, performance targets and policies for management of key risks facing the Group.
The risks outlined below are not an exhaustive list of those faced by the Group and are not intended to be presented in any order of priority. The Group holds weekly management meetings at which, inter alia, business risks are reviewed and any areas that are causing concern are discussed. A plan of action to resolve issues is then put in place.
|Management||Recruitment and retention of key staff||Reduction in operating capability|
Stimulating and safe working environment
Balancing salary with longer term incentive plans
|Regulatory adherence||Breach of rules||Censure or withdrawal of authorisation||Strong compliance regime instilled at all levels of the Company including regular review of any changes to current legislation|
|Strategic||Damage to reputation||Inability to secure new capital or clients|
Effective communications with shareholders coupled with consistent messaging to our customers
|Inadequate disaster recovery procedures||Loss of key operational and financial data||Secure off-site storage of data|
|Lack of recurring revenue||Over-reliance on capital sales which can be unpredictable||Development of rental model and Forensic Boiler Audit Service|
|Financial||Liquidity, market and credit risk||Inability to continue as going concern||Robust capital management policies and procedures|
|Inappropriate controls and accounting policies|
Reduction in asset values
Incorrect reporting of assets
Appropriate authority and investment levels as set by Treasury and Investment Policies
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The purpose of the system of internal control is to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.
The Directors have established an organisational structure with clear operating procedures, and lines of responsibility. In particular, any capital investment requires a business case to be presented to and approved by the Board. Financial reporting is carried out within a comprehensive financial planning and accounting framework with oversight by the audit committee. The Board has reviewed the need for an internal audit function and concluded that such a function is not currently appropriate given the size of the Group.
A Well-Functioning Board of Directors
As at the date hereof the Board comprised the Executive Chairman, Richard Parris and the Non-Executive Directors, Charles Goodfellow, Cédriane de Boucaud Truell, and Marco Nijhof. In addition, the non-statutory Interim Finance Director, Edward Sutcliffe, and non-statutory Interim Managing Director of Sabien Technology Limited, David Bakst attend all Board meetings. Biographical details of the current Directors are set out within Principle Six below.
Executive and Non-Executive Directors retire by rotation in accordance with the Company’s Articles of Association which prescribe that at every Annual General Meeting one third of the directors for the time being or, if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire from office. Non-executive directors are initially appointed for a three year term but their appointment is terminable by either party on three months’ written notice. The letters of appointment of all Directors are available for inspection at the Company’s registered office during normal business hours.
The Board meets at least six times per annum. It has established an Audit Committee, a Remuneration Committee, a Nominations Committee and a Risk Committee, the particulars of which appear hereafter. The Chairman and the Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required. The Board considers that this is appropriate given the Company’s current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward. Richard Parris and Charles Goodfellow are considered to be Independent Directors by the Board. The Board shall review further appointments as scale and complexity grows.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. In order to be efficient, the Directors meet formally and informally both in person and by telephone.
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors and, in addition, the Group has employed the services of Edward Sutcliffe to act as the Company Secretary and Interim Finance Director and David Bakst to act as the Interim Managing Director of Sabien Technology Limited (both non-statutory). The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Directors has experience in public markets.
The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.
Richard Parris, Executive Chairman
Parris was until 2018 the Chairman and Chief Executive of Intercede, an AIM-traded technology company, which he founded in 1992 and which was admitted to trading on AIM in 2001. Parris is an engineer by training and an entrepreneur by experience. He operationally led Intercede through all phases of its growth, including building its UK technology team to invent, develop and commercialise new software products, including the adoption of cloud services and IoT delivery models as the core of future business transformation, and securing contracts with major US OEMs to expand US sales.
Charles Goodfellow, Non-Executive Director
Goodfellow is a corporate broker with over 25 years’ experience of raising funds for small and mid-caps and private companies across a range of sectors and jurisdictions. This includes a specialised focus on oil and gas, and clean and renewable technology. In addition, he was previously a Director of Acorn Growth plc (re-named Vodere plc).
Proficient in six languages, Goodfellow has studied and worked globally and brings a wealth of experience and broad outlook to the team.
Ranald McGregor-Smith, Non-Executive Director
McGregor-Smith has worked as a corporate adviser and broker for most of his career and has significant experience in leadership roles at a number of advisory firms, where he worked with both listed and private companies.
He has worked with and advised a host of companies and their boards through a 33-year banking career which has encompassed a period of significant change in the equity capital markets.
In 2010, McGregor-Smith co-founded Whitman Howard Ltd, an investment banking business, before its sale to a large competitor in 2020. Prior to this Ranald spent 20 years at Hoare Govett, latterly as a Board Director.
Ed Sutcliffe, Chief Financial Officer
Sutcliffe is an experienced business advisor with a wide range of accounting, management, transactional, turnaround, and board level skills. He attends Sabien Board meetings as a person discharging managerial responsibilities (PDMR). A Fellow of the Institute of Chartered Accountants in England and Wales, Sutcliffe has worked internationally, providing consultancy and expertise in areas including private equity, due diligence, debt raising, financial modelling and analysis, and management and board reporting.
Evaluation of Board Performance
Internal evaluation of the Board, and individual Directors will be undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance as well as the Directors’ continued independence.
The results and recommendations that come out of the appraisals for the directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training. Progress against previous targets shall also be assessed where relevant.
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great import on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the Executive Chairman arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Executive Chairman is responsible for the effectiveness of the Board, primary contact with shareholders, and oversight of management of the Company’s business with assistance from Interim Managing Director.
Between January 2019 and September 2019 the Audit Committee was chaired by Charles Goodfellow and he was supported by John Taylor. Since the end of September 2019, the Audit Committee was chaired by Cédriane de Boucaud Truell and she is supported by Charles Goodfellow and Richard Parris. This committee meets no less than twice a year. It is responsible for making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Group and for reviewing financial statements prior to publication.
Between January 2019 and September 2019 the Remuneration Committee was chaired by John Taylor and he was supported by Charles Goodfellow. Since the end of September 2019, the Remuneration Committee has been chaired by Charles Goodfellow and he is supported by Marco Nijhof. The Remuneration Committee meets as required during each financial year. It is responsible for reviewing the performance of the executive directors and setting the scale and structure of their remuneration and the basis of their service agreements with due regard to the interest of shareholders. The Remuneration Committee shall also determine the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.
The Nominations Committee was established at the end of September 2019 and is chaired by Richard Parris and he is supported by Cédriane de Boucaud Truell. The Nominations committee meets to review the size, structure and composition of the Board ensuring that the Board and its Committees have appropriate balance of skills, knowledge and experience. The Nominations committee reviews all Board appointments.
The Risk Committee was established at the end of September 2019 and is chaired by Marco Nijhof and he is supported by Charles Goodfellow. The Risk committee assists the Board in fulfilling its oversight responsibilities with regard to Group risk management and compliance framework and governance structure that supports it.
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which have been observed throughout the year. Non-Executive Directors retire by rotation in accordance with the Company’s Articles of Association which prescribe that at every Annual General Meeting one third of the directors for the time being or, if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire from office. Non-executive directors are initially appointed for a three year term but their appointment is terminable by either party on three months’ written notice.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.
Investors also have access to current information on the Company through its website, www.sabien-tech.co.uk, and via Richard Parris, Executive Chairman and Edward Sutcliffe, Company Secretary who are available to answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.
Last reviewed 25/01/2021
- Proxy form February 2021
- Sabien GM Circular February 2021
- Proxy form January 2021
- Sabien GM Circular January 2021
- Proxy form January 2020
- Sabien GM Circular January 2020
- Notice of AGM 051219
- Proxy form 2019 AGM
- Notice of AGM 211218
- Proxy form 2018 AGM
- Notice of General Meeting Dec 2018
- Proxy form GM Dec 2018
- Proxy Form GM Aug 2018
- Notice of general Meeting Aug 2018
- Proxy Form GM Feb 2018
- Notice of General Meeting Jan 2018
- Proxy Form 2017 AGM
- Notice of AGM 061217
- Notice of General Meeting March 2017
- Proxy Form GM April 17
- Dispatch of Annual Report & Notice of AGM 071116
- Proxy Form Nov 2016 AGM
- Notice of AGM 071116
- Notice of GM June 16
About Sabien Technology Group Plc
The company is the non-trading parent company of Sabien Technology Ltd and Sabien Technology IP Ltd (which is dormant). Sabien Technology IP Ltd owns the worldwide rights to the M1G and M2G products, devices which reduce energy consumption on commercial boilers and direct fired hot water heaters which are licensed to Sabien Technology Ltd. Sabien Technology Ltd is the trading entity and both manufactures and sells the M1G and M2G.
Sabien Technology Group Plc is incorporated in England which is also its main country of operation.
Please click on the link below for the Memorandum and Articles of Association.
The Company is not listed on any other exchanges or trading platforms.
Last updated: 24th February 2021
Number of AIM securities in issue:
4,372,277,808 ordinary shares of 0.01p each
Richard Parris (Sabien Executive Chairman) – 451,937,984 shares (10.3% of securities in issue)
% of securities not in public hands: 10.3%
There are no restrictions on the transfer of AIM shares.
Last updated: 25 January 2021
|Nominated Adviser |
5 St Helen’s Place
Moore Kingston Smith LLP
60 Goswell Road
|Solicitors to the Company|
Moore Barlow LLP
11 The Avenue
Share Registrars Ltd
17 West Street
Peterhouse Corporate Finance Limited
New Liverpool House
15 Eldon Street
The company registrars are:
Share Registrars Ltd
17 West Street