Tricorn Group plc - a niche manufacturer of pipe and tubing assemblies supplying worldwide markets in the Energy, Utilities, Transportation and Aerospace sectors.
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Corporate Governance

Directors

The Directors support the concept of an effective Board leading and controlling the Group. The Board is responsible for approving the Group’s policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.

The Board consists of three executive Directors, who hold the key operational positions in the Group and two non-executive Directors, who bring a breadth of experience and knowledge. This provides a balance whereby the Board’s decision making cannot be dominated by an individual. The Chairman of the Board is N C Paul CBE and the other non-executive Director is R Allsop. The Board approve the strategic decisions of the Group. The Group’s business is run on a day to day basis by M I Welburn, P Lee and D Leakey, with M I Welburn having overall responsibility as the Chief Executive.

Relations with shareholders

The Group values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.

Internal control

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.

An audit committee has been established comprising the non-executive Directors which is chaired by R Allsop. The committee meets at least twice per annum and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on as well as meeting the auditors and reviewing any reports from the auditors regarding the financial statements and internal control systems.

The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present. However, it will keep the decision under annual review.

Board structure

The key features of the Group’s system of governance are as follows:

  • the Group is headed by an effective Board, which leads and controls the Group;
  • there is a clear division of responsibilities in running the Board and running the Group’s business;
  • the Board includes a reasonable balance between executive and non-executive Directors; and
  • the Board receives and reviews on a timely basis financial and operating information appropriate to be able to discharge its duties.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Detailed cash flow forecasts have been prepared which highlight that the Group has sufficient cash headroom to support its activities. The forecasts also highlight that the financial covenants included in the bank loan agreement will be fully complied with. The key assumptions in these forecasts have been sensitised and no issues arise which lead to any concern regarding the operations or financing of the Group. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

Directors’ remuneration

The Board recognises that Directors’ remuneration is of legitimate concern to the shareholders and is committed to following current best practice. The Group operates within a competitive environment, performance depends on the individual contributions of the Directors and employees and it believes in rewarding vision and innovation.

Policy on executive Directors’ remuneration

Detail of individual Directors’ remuneration is set out in note 5 to the financial statements. The policy of the Board is to provide executive remuneration packages designed to attract, motivate and retain Directors of the calibre necessary to maintain the Group’s position and to reward them for enhancing shareholder value and return. It aims to provide sufficient levels of remuneration to do this, but to avoid paying more than is necessary and reflects the Directors’ responsibilities. A separate remuneration committee has been established comprising the non-executive Directors and is chaired by R Allsop.

Basic annual salary

The Remuneration Committee reviews each executive Director’s basic salary annually. In deciding upon appropriate levels of remuneration the Board believes that the Group should offer levels of base pay reflecting individual responsibilities and which are commensurate with similar positions in other business sectors.

Annual bonus payments, benefits and pension arrangements

M I Welburn, P Lee and D Leakey participate in a performance related bonus arrangement through Tricorn Group plc.

M I Welburn, P Lee and D Leakey benefit from the provision of private medical insurance, the provision of company cars or car allowance and participate in a contributory pension scheme.

R Allsop and N C Paul CBE receive no bonus, pension or benefits in kind.

Notice periods

M I Welburn has a service agreements with the Group which is terminable on not less than 12 months’ written notice given by either party to the other at any time. P Lee has a service agreement with the Group which is terminable on not less than six months’ written notice given by either party to the other at any time.  D Leakey has a service agreement with the Group which is terminable on not less than three months' written notice given by either party to the other at any time.

N C Paul CBE and R Allsop have letters of appointment with the Group which are terminable upon six months’ written notice being given by either party.