loading content...

AIM Rule 26

The information included on this page is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

Shearwater Group is an AIM-listed company focused on building a UK based group providing digital resilience solutions.

Our aim is to acquire and develop information security and cyber security companies with a leading product, solution or service capability whose full potential can be unlocked through active management and capital investment.

We will deploy a ‘buy, focus, grow’ strategy to deliver enhanced value through our acquisitions and help to solve the core scaling issues faced by SME information security and cyber security companies.

Corporate Governance
The Company, being listed on AIM, is not required to comply with the UK Corporate Governance Code of the Financial Reporting Council. However we support the objectives of the Code and intend to comply with the principles and provisions we consider relevant to our size and circumstance. Details of these are set out below. A statement of the Directors’ responsibilities in respect of the financial statements is set out on page 9 of 2016 Annual Report. Below is a brief description of the role of the Board and its committees, including a statement regarding the Group’s system of internal financial control.

The Board of Directors
Click Here to Meet the Board
The Board meets quarterly and is the main decision-making body. It has overall responsibility for management of the business and Group affairs including setting and monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the Shareholders.

Internal Financial Control
The Board is responsible for establishing and maintaining the Group’s system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Group concerned and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors are conscious of the need to keep effective internal financial control. Due to the relatively small size of the Group’s operations, the Directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Group. All the material business plans are appraised and agreed by the Board. The Board also engages independent professional advice on risk assessment matters where appropriate. It is the Board’s policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Audit Committee
The Audit Committee meets annually and comprises our Non-Executive Directors.

The Committee is responsible for ensuring that the financial performance of the group is properly reported on and monitored, and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal controls. The Committee also reviews the Group’s annual and interim financial statements before submission to the Board for approval. The role of the audit committee is also to consider the appointment of the auditors, audit fees, scope of audit work and any resultant findings.

The Remuneration Committee
The Remuneration Committee meets every six months and comprises our Chairman and Non-Executive Directors.

It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Group. The remuneration of the Chairman and the Non-Executive Directors is determined by the Board as a whole, based on a review of the current practices in other companies.

The Nomination Committee
The Nomination Committee meets every six months and comprises our Chairman and Non-Executive Directors.

The Committee is responsible for reviewing the size, structure and composition of the Board of Directors, succession planning and identifying and monitoring candidates for all Board appointments.

Advisory Panel
The advisory panel has been created to provide strategic guidance and technical advice to Shearwater's main board, and Advisory Panel members will be responsible for tracking developments in the digital resilience sector as well as supporting the Group in accessing growth opportunities via their extensive network of contacts.

Directors & Related Parties 336,364,608 34.9%
Schroder Investment Management 108,571,428 11.3%
Killik & Co. 53,039,719 5.5%
Columbia Threadneedle 44,053,190 4.6%
Hargreave Hale Investment Managers 37,500,000 3.9%
Oakwood Nominees 34,650,000 3.6%
James Capel (Nominees) 34,296,565 3.6%
Spreadex 28,940,856 3.0%

Number of shares in issue: 964,359,200
Number of shares not in public hands: 444,936,036 equivalent to 46.1%

This information was last updated on 30 September 2017

Shearwater Group plc is subject to the UK City Code on Takeovers and Mergers

Shearwater Group plc shares are traded on AIM only. They are not traded on any other exchange or trading platforms.

Shearwater Group plc is traded on AIM, incorporated in England and Wales, with its main operations in the United Kingdom.

Corporate Governance

As the Company is traded on AIM, it is not required to comply with the UK Corporate Governance Code of the Financial Reporting Council. However, the Board recognises the importance of sound corporate governance and intends to comply with the principles and minimum disclosures of the Corporate Governance Code for Small and Mid-sized quoted companies as published by the Quoted Companies Alliance, save as disclosed in the Company’s Annual Report.

A statement of the Directors’ responsibilities in respect of the financial statements is set out on page 9 of 2016 Annual Report. Below is a brief description of the role of the Board and its committees, including a statement regarding the Group’s system of internal financial control

The Board of Directors

Click Here to Meet the Board

The Board meets quarterly and is the main decision-making body. It has overall responsibility for management of the business and Group affairs including setting and monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the Shareholders.

Internal Financial Control

The Board is responsible for establishing and maintaining the Group’s system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Group concerned and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors are conscious of the need to keep effective internal financial control. Due to the relatively small size of the Group’s operations, the Directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Group. All the material business plans are appraised and agreed by the Board. The Board also engages independent professional advice on risk assessment matters where appropriate. It is the Board’s policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Audit Committee

The Audit Committee's principal functions include ensuring that the appropriate accounting systems and financial controls are in place, monitoring the integrity of the financial statements of the Group, reviewing the effectiveness of the Group's accounting and internal control systems, reviewing reports from the Group's auditors relating to the Group's accounting and internal controls, and reviewing the interim and annual results and reports to shareholders, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least three times a year, with regard to the reporting and audit cycle. Giles Willits has recent and relevant financial experience through his role as CFO of other UK listed companies and acts as Chairman. David Williams and Stephen Ball are the other members of the Audit Committee.

The Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration packages for each of the Executive Directors. The Remuneration Committee considers all aspects of the Executive Directors' remuneration, including pensions, bonus arrangements, benefits, incentive payments and share option awards, and the policy for, and scope of any termination payments. The remuneration of the Non-Executive Directors is a matter for the Board. The Remuneration Committee meets at least twice a year (and at such other times as may be deemed necessary) and generates an annual remuneration report to be approved by the members of the Company at the annual general meeting. No Director may be involved in discussions relating to their own remuneration. David Williams acts as Chairman of the Remuneration Committee and Robin Southwell is the other member of the Remuneration Committee.

The Nomination Committee

The Nomination Committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors. David Williams acts as Chairman of the Nomination Committee and Stephen Ball and Mo Stevens are the other members of the Nomination Committee.

Advisory Panel

The advisory panel has been created to provide strategic guidance and technical advice to Shearwater's main board, and Advisory Panel members will be responsible for tracking developments in the digital resilience sector as well as supporting the Group in accessing growth opportunities via their extensive network of contacts.

COMPANY SECRETARY:
Raaj Degun, 22 Great James Street, London, WC1N 3ES
COMPANY NUMBER 5059457

REGISTERED OFFICE
22 Great James Street, London, WC1N 3ES
COMPANY NUMBER 5059457

NOMINATED ADVISOR & BROKER
Cenkos Securities plc – 6-8 Tokenhouse Yard, London, EC2R 7AS

FINANCIAL ADVISOR
W.H. Ireland – 24 Martin Lane, London, EC4R 0DR

AUDITORS
BDO LLP - 55 Baker Street, London, W1U 7EU

SOLICITORS
Mayer Brown International LLP, 201 Bishopsgate, London, EC2M 3AF

PR ADVISORS
Powerscourt, 1 Tudor Street, London EC4Y 0AH

REGISTRAR
Neville Registrars Ltd - Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA

There are no restrictions on the transfer of the Company’s securities