The Board of Jade Road has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company complies with each principle, and where it does not do so, an explanation for that.
As suggested by the QCA, our Chairman, John Croft makes the following statement in relation to corporate governance:
“As Chairman of the Company I lead our wholly Non-Executive Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investing company of our size. Our over-arching role as a Board is to monitor the Company’s progress with its investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess the performance of our Investment Manager, Harmony Capital Investors Limited. Given there is no executive team in the Company and no other employees, this relationship is critically important in terms of delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investing company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term, balancing the potential risks and rewards of each investment which our Investment Manager proposes. We have a rigorous investment process including third party legal, commercial and financial due diligence, site visits, management meetings and independent valuations where relevant. The output of this work is consolidated and presented to the Board by the Investment Manager in high quality investment presentations which are reviewed and discussed at length at investment board meetings. We are not a large corporate with multiple stakeholders and, as noted above, our Board is fully non-executive. We therefore intend to take a pragmatic approach to governance structures and processes and whilst retaining a high performance culture at Board level, adopt policies and procedures which we think are appropriate to an investing company on AIM.
No significant governance related matters have occurred in the last 12 months, save for the appointment to the Board of a fourth Non-Executive Director, Dr George Lam.”
- Section 1 Establish a strategy and business model which promote long-term value for shareholders
- Section 2 Seek to understand and meet shareholder needs and expectations
- Section 3 Take into account wider stakeholder and social responsibilities and their implications for long-term success
- Section 4 Embed effective risk management, considering both opportunities and threats, throughout the organisation
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
- Section 5 Maintain the Board as a well functioning, balanced team led by the Chairman
- Section 6 Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
- Section 7 Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
- Section 8 Promote a corporate culture that is based on ethical values and behaviours
- Section 9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board