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 7th September 2023.
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.
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 Pankaj Lakhani and Nicholas Carter are both shareholders in the Company, and they have a previous employment history with Executive Chairman Brian Marsh (between 1983-1991 and 1979-1989 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. 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.
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 seven standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee, the Nominations Committee, the Disclosure Committee and the ESG Committee.
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, via an interview format. Each Director was asked questions caught under eight different sections, titled; Board Performance, Direction and Strategy, Board Leadership, Board and Committee Composition, Board Meetings, Individual Board Performance, Diversity and Other. The questions do not have a rating system in terms of answering and instead Directors were encouraged to give narrative responses and expand on their answers to provide further context.
The Company Secretarial Department collate the responses and provided a written report to the Board on the results alongside a number of suggestions as to how the Board can improve based upon the feedback gained. At the Board Meeting which following the conclusion of the Evaluation process, the Board was 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 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 and biographical details
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. Daniel also evaluates new and existing investment opportunities. He is a member of the Investment Committee, the Nominations Committee and the Valuation Committee.
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 CBC UK Limited and LEBC Holdings Limited.
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 Carter – Nicholas is a non-executive director, and a member of the Remuneration Committee and Audit Committee.
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.
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.
The Remuneration Committee is comprised of non-executive directors of the Company Pankaj Lakhani and Nicholas Carter, and the Chairman of the Company, 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.
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.
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.
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.
In accordance with the EU Market Abuse Regulation (2014/596/EU), the Company has a Disclosure Committee, comprised of Alice Foulk, Daniel Topping, Jonathan Newman 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
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.
Current Constitutional Documents
Please click on the attached file for a copy of the ’Memorandum of Association’ and ’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.
Notice of Annual General Meeting – Monday 20th July 2020
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
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
As at 31 August 2023, B.P. Marsh & Partners Plc’s issued capital consisted of 37,466,000 ordinary shares with voting rights. There were currently 210,150 shares being held in Treasury therefore the total number of Shares in Issue equals 37,255,850.
Approximately 45% of the Company’s shares are not in public hands.
The directors have been made aware that as at 31 August 2023, the following shareholders held disclosable interests of 3% of more of the issued share capital of the company:
|Beneficial Owner||No of ordinary shares of 10p each held as at 31 August 2023
% of issued share capital
|Mr B.P. Marsh||14,184,419
|Marsh Christian Trust||925,660
|JTC Employer Solutions Trustee Limited||1,443,147
|PSC UK Pty Limited||7,385,504
|Mr Martin MacLeish||1,869,936
|Hargreaves Lansdown Asset Management||1,604,579
|James Sharp & Co||1,342,332
Last Updated: 7 September 2023
Panmure Gordon (UK) Limited
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Panmure Gordon (UK) Limited
40 Gracechurch St
London, EC3V 0BT