Aim Rule 26

The information contained in this section of our website is provided by B.P. Marsh & Partners Plc in compliance with Rule 26 of the AIM Rules. Please click on the headings on the right of the page to access this information.

The information contained in this section was last updated on 23rd October 2018.

Corporate Governance

The board of B.P. Marsh (“the Board”) is responsible for the Group’s corporate governance policies and recognises the importance of high standards of integrity, and consistently seeks to apply the principles set out in the ‘Corporate Governance Code’ published by the Quoted Company Alliance to the extent that they are appropriate for, and applicable to, a company of B.P. Marsh’s size quoted on the Alternative Investment Market (“AIM”). The Company has identified three core stakeholders within its business model: its Shareholders, Investee Companies and Employees. 

As part of the requirements of the Corporate Governance Code, the Company’s Compliance Statement can be found here.

DIRECTORS

All directors are subject to re-election within a three-year period. All the directors have access to the advice and services of the Company Secretary and may, in furtherance of their duties, take independent legal and financial advice at the Company’s expense. They also have access to the minutes of the Board, in which any concerns expressed by them regarding matters pertaining to the Group are recorded. A formal review of the performance and effectiveness of each director, including the non-executive directors, takes place annually and is assessed on an on-going basis by the other members of the Board and Committees of the Board. To date, the Group has taken a prudent approach and refrained from declaring its Non-Executive directors as being independent, due to various factors being in existence that might question their independence. The Company has identified the following factors that could give rise to an argument against the classification as independent, namely that Campbell Scoones, Pankaj Lakhani and Nicholas Walker are all shareholders in the Company and that Campbell Scoones and Pankaj Lakhani have a previous employment history with Executive Chairman Brian Marsh (between 1969-1989 and 1983-1991 respectively). The Company submits however that as each Non-Executive Director purchased their shares at market price, and did not receive these through any sort of incentive scheme, this should not count against their classification as independent. In addition, Nicholas Walker is a nominee director on the Board of one of the Group’s Investee Companies and therefore in receipt of payment from the Company other than the Directors fee payable for services as a Non-Executive.  However, the Group notes that a decision as to the independence of its Non-Executive Directors rests with the Board itself, and upon further review it asserts that all of its Non-Executive Directors are independent as they consistently provide independent input and none of the aforementioned factors compromises their independence in practice.

All directors are expected to dedicate as much time as is necessary for the satisfactory discharge of their duties. These include the preparation for the four scheduled Official Board Meetings per year, as well as engaging in the wide business as required for the approval of investment and follow on funding.

BOARD MEETINGS

The Board meets at least quarterly and at such other times as required, and receives regular reports on a wide range of key issues including investment performance, investment opportunities, disposals and corporate strategy. All major decisions affecting the Group are taken at Board level and all the directors are free to bring any matter to the attention of the Board at any time.

COMMITTEES OF THE BOARD

The Board has established six standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee, the Nominations Committee and the Disclosure Committee.

BOARD EVALUATION

The Chairman is responsible for reviewing the performance of the Board and the individual members of the Board. Reviews to date have been internal and at least annual.

The Company operates an annual Board Evaluation process. Each Director is provided with a Questionnaire which is comprised of six sections, the headings of each section are Board Performance, Direction & Strategy, Board Leadership, Board Composition, Board Meetings and Individual Performance. Each section is formed of between eight and twenty-one questions, the majority of which require a rating out of 5 to a particular statement concerning the section heading.

The Company Secretarial Department collects the responses and provides a report to the Board on the results and makes suggestions as to how the Board can improve this area during the following year. At the Board Meeting which follows the conclusion of the Evaluation process, the Board is given the opportunity to discuss the findings and debate the recommendations.

The Company Secretarial Department welcomes suggested improvements to the evaluation process from individual directors and has adapted the current content and format to address the feedback given to date.

Description of business

The B. P. Marsh Group (the “Group”) is a niche venture capital provider to early stage financial services businesses. It will consider investing in start-ups, management buy-outs, management buy-ins, hive-offs and similar opportunities. It is also able to provide follow-on funding for successful companies in its portfolio when required for further growth.

The Group typically invests up to £5 million in financial service investment opportunities based in the United Kingdom, Europe, North America and occasionally elsewhere. It likes to invest in people businesses with good management.

The Group does not seek to impose exit pressures on its investee companies, but prefers to work with management to develop a mutually acceptable exit route.

The Group has a considerable bank of experience in the financial services sector and seeks to use this experience to add value to its investments. It is also able to provide consultancy and administrative services to its portfolio of investments when required.

The Group’s aim is to be the capital provider of choice to the financial services intermediary sector.

Directors responsibilities

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.

Brian Marsh – Brian is the Executive Chairman of the B.P. Marsh Group. He is a member of the Investment Committee, the Valuation Committee, the Remuneration Committee, the Nominations Committee and the Disclosure Committee. Brian is responsible for leading the Board in achieving the Company’s Strategy.

Alice Foulk – Alice is the Managing Director and a member of the Investment Committee, the Valuation Committee, the Remuneration Committee, the Nominations Committee and the Disclosure Committee. Alice is responsible for the overall performance of the Company and monitoring the Company’s overall progress towards achieving its objectives and goals, as set by the Board.

Daniel Topping – Daniel is Chief Investment Officer and a Nominee Director on the board of several of the portfolio companies. Daniel is the Senior Executive with overall responsibility for the portfolio and investment strategy for the Group, working alongside the Board and Investment Directors to find, structure, develop, support and monitor the portfolio. As a member of the New Business Committee he evaluates new and existing investment opportunities. He is a member of the Investment Committee, the Nominations Committee and the Valuation Committee.

Camilla Kenyon – Camilla is Head of Investor Relations and responsible for the running of the New Business Department, which assesses potential investment opportunities. She is a member of the Investment Committee and is nominee director in one investee company.

Jonathan Newman – Jonathan is the Group Finance Director. Jonathan is responsible for the Group’s finance function, providing strategic financial advice to all companies within the Group’s portfolio and evaluating new investment opportunities. He is a member of the Investment Committee and the Valuation Committee, and currently serves as a Board Director for Walsingham Motor Insurance Limited

Campbell Scoones – Campbell is a non-executive director and does not currently sit on any Committees.

Pankaj Lakhani – Pankaj is a non-executive director, the Chairman of the Remuneration and Audit Committee and a member of the Valuation Committee and the Nominations Committee.

Nicholas Walker – Nick is a non-executive director, the nominee director on the Board of Summa Insurance Brokerage S.L. and a member of the Remuneration and Audit Committee.

Board committees

Committees of the Board
The Board has established six standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee, the Nominations Committee and the Disclosure Committee.

Audit Committee
The Audit Committee is currently comprised of two non-executive directors of the Company and chaired by Pankaj Lakhani. The external auditors, together with the Group Finance Director and other financial staff are invited to attend these meetings.

In accordance with its terms of reference the principal function of this committee is to determine the appropriateness of accounting policies to be used in the Group’s annual accounts. In addition the Committee is responsible for assessing the Group’s audit arrangements and the Group’s system of internal controls, and to review the half-yearly and annual results before publication.

The Audit Committee’s Terms of Reference can be found here.

Remuneration Committee
The Remuneration Committee is comprised of non-executive directors of the Company Pankaj Lakhani and Nick Walker, the Managing Director, Alice Foulk, and Brian Marsh and chaired by Pankaj Lakhani. In accordance with its terms of reference the Committee determines the level and make-up of remuneration (including bonuses and awards) of the executive directors and members of staff.

The Remuneration Committee’s Terms of Reference can be found here.

Investment Committee
The Investment Committee is comprised of all the executive directors of the Company and the directors of the Company’s operating subsidiary, B.P. Marsh & Company Limited, and meets whenever significant investment matters arise that are not dealt with in the normal course of Board business.

The Investment Committee’s Terms of Reference can be found here.

Valuation Committee
The Valuation Committee is comprised of Brian Marsh, Alice Foulk, Jonathan Newman, Pankaj Lakhani and Daniel Topping and, in accordance with its terms of reference, is responsible for preparing investment valuations and reviewing the suitability of the Company’s investee company valuation policy in conjunction with the Company’s auditors.

 

Nominations Committee
The Nominations Committee is comprised of Brian Marsh, Alice Foulk, Daniel Topping, Pankaj Lakhani and Sinead O’Haire. In accordance with its terms of reference, the Committee keeps under review the succession planning for senior executives and identified and nominates suitable candidates for appointment to the Board in the future. The Committee keeps the required skill set of the Board in mind when considering new candidates.

The Nominations Committee’s Terms of Reference can be found here.

Disclosure Committee
In accordance with the EU Market Abuse Regulation (2014/596/EU), the Company has a Disclosure Committee, comprised of Brian Marsh, Alice Foulk and Sinead O’Haire, to determine the price sensitivity of the Company’s business activities. The Committee is responsible for the disclosure of all price sensitive information to the Market.

The Disclosure Committee’s Terms of Reference can be found here.

Incorporation and constitutional information

Country of Incorporation
B.P. Marsh & Partners Plc is a public limited company incorporated in England and Wales (Registered Number 5674962). Its main country of operation is England.

Admission Documents and Circulars

Please click on the link below to access the Company’s Admission Document dated 1st February 2006. Please note that the Admission Document contains historical information and is strictly for general information only.

Admission Document

Current Constitutional Documents
Please click on the attached file for a copy of the ’Memorandum of Association’ and ’Articles of Association’:

Memorandum of Association
Articles of Association

Placing & Open Offer Circular and Notice of General Meeting 5th July 2018

IMPORTANT NOTICE: Only click on the below Circular if you are eligible to take part in the Open Offer. The Circular is NOT to be viewed if you are currently a resident in the United States of America, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which viewing it would be unlawful to do so.

Shareholder Circular & Notice of General Meeting

Notice of Annual General Meeting – Wednesday 18th July 2018

Notice of AGM

Details of any other Exchanges or Trading Programmes and Restrictions on the Transfer of Securities
Shares in the Company can be traded on the Alternative Investment Market. The Company has not agreed to its shares being traded on any other exchange or trading platform.

Details on the Restriction of the Transfer of Securities
There are no restrictions on the transfer of securities.

City Code on Takeovers & Mergers
The Company is subject to the UK City Code on Takeovers & Mergers. A copy of the City Code on Takeovers & Mergers is available at the Takeover Panel’s website at: www.thetakeoverpanel.org.uk

General Meetings

Notices of General Meetings of the Company for the previous five years can be found below:

2014 Notice of Annual General Meeting

2015 Notice of Annual General Meeting

2016 Notice of Annual General Meeting

2017 Notice of Annual General Meeting

2018 Notice of Annual General Meeting

After each AGM, the Company informs the London Stock Exchange the outcome of the resolutions. Suitable explanations of any actions undertaken as a result of any significant votes against resolutions shall also be disclosed on the Company’s website.

The Company has undertaken a review of the voting at the previous five years of General Meetings and has reported the results on the Website, here. 

Number of securities in issue

B.P. Marsh & Partners Plc’s capital consists of 37,478,077 ordinary shares with voting rights.

Approximately 45% of the Company’s shares are not in public hands.

As at 31 October 2018, the directors have been made aware that the following shareholders held disclosable interests of 3% of more of the issued share capital of the company:

Beneficial OwnerNo of ordinary shares of 10p each held
% of issued share capital
Mr B.P. Marsh14,983,071
39.98%
PSC UK Pty Limited7,335,504
19.57%
Marsh Christian Trust1,582,000
4.22%
Hargreaves Lansdown Asset Management1,675,776
4.47%
RBC CEES Trustee Limited1,461,302
3.90%
James Sharp & Co1,127,336
3.01%

 

 

 

 

Financial information

Please click here for access to the Company’s annual and interim reports.

Advisers

Nominated Adviser
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Auditor
Rawlinson & Hunter Audit LLP
8th Floor, 6 New Street Square
New Fetter Lane
London EC4A 3AQ

Broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Registrar
Link Asset Services
The Registry, 34 Beckenham Road
Beckenham
Kent BR3 4TU