The Directors recognise the importance of sound corporate governance and of the six Directors who constitute the Board three are executives and three are non-executives, reflecting a blend of different experience and backgrounds. The Board considers Nigel Greenaway and Andrew Baddeley to be independent in terms of the QCA Code.
The Directors have overall responsibility for overseeing the performance of the Company’s activities.
The Board intends to meet at least six times in each calendar year for formal board meetings and on an ad hoc basis as and when necessary. Where they judge it appropriate, all Directors shall have access to independent professional advice at the expense of the Company.
The Board’s policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Company’s Directors, including the Chairman, has been imposed.
The Board has established an audit committee and a remuneration committee each with formally delegated duties and responsibilities, and written terms of reference.
All of these committees are composed wholly of independent Non-Executive Directors. Membership and Chairmanship of each committee is intended to be reviewed by the Board at least every three years.
The terms of reference for each of the committees are summarised below.
The audit committee will meet formally at least twice a year for the purpose, amongst other things, of considering the appointment, independence and remuneration of the auditors and reviewing the annual statutory accounts and half yearly reports. Where non-audit services are to be provided to the Company by the auditors, full consideration of the financial and other implications on the independence of the auditors arising from any such engagement will be considered before proceeding. The principal duties of the audit committee will be to consider the appointment of external auditors, to discuss and agree with the external auditors the nature and scope of the audit, to keep under review the scope, results and cost effectiveness of the audit and the independence and objectivity of the auditors, to review the external auditors’ letter of engagement and management letter and to analyse the key procedures adopted by the Company’s service providers. All members of the audit committee must be independent non-executive directors.
The members of the audit committee are Andrew Baddeley, William McKee and Nigel Greenaway. The audit committee is chaired by Andrew Baddeley.
The remuneration committee has the primary purpose of determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s Chairman, the executive directors, senior managers and such other members of the executive management as it is designated to consider. The Remuneration Committee will also have responsibility for determining (within the terms of the Company’s policy and in consultation with the Chairman of the Board and/or the chief executive officer) the total individual remuneration package for each executive director and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the Chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. The members of the remuneration committee shall be independent non-executive directors. In addition, the Remuneration Committee will have the responsibility for reviewing the structure, size and composition (including the skill, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.
The members of the remuneration committee are Andrew Baddeley, William McKee and Nigel Greenaway. The remuneration committee is chaired by Nigel Greenaway.
SHARE DEALING CODE
The Company will adopt, with effect from Admission, a share dealing code for dealings in Ordinary Shares by directors and employees of the Group which is appropriate for a company whose shares are admitted to trading on AIM. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to directors’ dealings and the Company will take all reasonable steps to ensure compliance with that rule by the Company’s “applicable employees”, as defined in the AIM Rules for Companies.
QCA CORPORATE GOVERNANCE CODE
Urban Exposure adheres to the 10 principles outlined in the QCA Governance Code, as can be seen from the approach we have taken in meeting the Code’s requirements detailed below:
QCA Code Principle
Establish a strategy and business model which promote long-term value for shareholders
Urban Exposure is a specialist, pure-play, non-bank property development finance firm. It focuses on originating, syndicating and management development finance to SME residential housebuilders across the UK, on behalf of third party institutions.
Urban Exposure’s strategy is fully set out at pages 23-25 of the Company’s Admission Document which can be viewed, on the website, by clicking on the following link: Admission Document
Seek to understand and meet shareholder needs and expectations
The Company regularly will engage with, and obtains feedback from, shareholders through its broker. Management roadshows will take place following the publication of financial results for both the full and half year periods.
As the Company was only recently admitted to AIM, there have not as yet been any formal management roadshows undertaken. However through the Company’s broker, investors are encouraged to provide feedback which is communicated to the Board as appropriate.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
|Urban Exposure believes that long-term success relies upon strong relations with all key stakeholders. The Business Description provided on the website sets out the nature and value of its strong relationships with stakeholders including developers. The Company intends to add further detail on its relationships with other key stakeholders such as its shareholders and the government in due course and will provide information on the website regarding changes that have been implemented as a result of consultation with stakeholders.|
Embed effective risk management, considering both opportunities and threats, throughout the organisation
Urban Exposure’s approach to risk management is detailed in the Admission Document which can be accessed by clicking on the following link: Admission Document
Further details regarding risk management will be contained in the Company’s annual report for the financial year ending 31 December 2018.
Maintain the board as a well-functioning, balanced team led by the chair
|Urban Exposure’s Board of Directors comprises three executive directors and three non-executive directors. Two non-executive directors Nigel Greenaway and Andrew Baddeley, are considered to be independent for the purposes of the QCA Code. The Board expects to meet formally at least six times per annum with further bi monthly meetings by telephone. Full details of the time commitments of directors will be disclosed in the Company’s annual reports along with information on attendance at meetings of both the board and its committees.|
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The information regarding each board member including their experience, skills and the qualities that they bring to the board is set out on the website under ‘Board of Directors’. This information will also be provided in the annual report.
The Company’s annual reports will additionally provide disclosure regarding director’s continued professional development, the work of external advisers to the board and its committees as well as internal advisory responsibilities, such as those of the company secretary.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
|The Board intends to implement an evaluation of the effectiveness of the Board annually.|
Promote a corporate culture that is based on ethical values and behaviours
The chair’s corporate governance statement in the annual report will disclose how the culture of the Company is consistent with the objectives, strategy and business model stated as well as describing principal risks and uncertainties in the business.
The Company recognises the importance of establishing a culture of ethical behaviour and offering guidance for employees to act with integrity. Internal employee values challenge employees to be open, honest and act with integrity; adding value by sharing information, insight, and advice and by acting with integrity and professionalism.
The Company has an “Anti-Corruption and Bribery Policy” that outlines The UK Bribery Act 2010 and offers employees guidelines on what constitutes immoral or illegal behaviour under the Act. The document highlights that failure to comply with the guidelines within the document could result in both disciplinary action and a report to the relevant authority, which could result in criminal prosecution.
The Company also has a “Whistleblowing Policy” which aims to promote a culture of openness and accountability in order to prevent illegal or unethical conduct, or to address such conduct if it does occur. The document highlights what types of wrongdoing might require Whistleblowing, the scope of who the policy covers, and a precise procedure for the employee to follow should they need to Whistle blow. There are assurances that confidentiality will be maintained if requested.
In both documents the contact details of the Company’s Ethics Officer are provided.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
|High level commentary on the application of the QCA Code will be set out in the chair’s corporate governance statement in the annual report. This will support online disclosure of the roles of each board committee, the terms of reference for each committee and the matters reserved for the committee’s consideration.|
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
|When appropriate the website and editions of the annual report will cover the work of the board committees, any disclosures omitted (under Principles 1-9) and disclose the outcomes of all votes as well as historical annual reports and other governance-related material.|
The details on this page were last reviewed in September 2018.