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AIM rule 26

Corporate Governance

Please click here for our Corporate Governance page.

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 and biographical details

Click here to view biographical details of directors.

  • Brian Marsh OBE, Chairman
  • Alice Foulk BA (Hons), Managing Director
  • Daniel Topping MCSI, FCG, BA (Hons), Chief Investment Officer
  • Jonathan Newman ACMA, CGMA, MCSI, Group Finance Director
  • Pankaj Lakhani FCCA, Non-Executive Director
  • Nicholas Carter, Non-Executive Director

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. 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.

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 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.

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 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

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 1 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 5 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 – Monday 20 July 2020
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 by clicking here.

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 28 June 2024, B.P. Marsh & Partners PLC’s issued capital consisted of 37,288,000 ordinary shares with voting rights. There were currently 108,611 shares being held in Treasury therefore the total number of Shares in Issue equals 37,179,389.

Approximately 62% of the Company’s shares are not in public hands.

The directors have been made aware that as at 28 June 2024, 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 as at 28 June 2024% of issued share capital
Mr B.P. Marsh14,184,41938.11%
PSC UK Pty Limited7,385,50419.84%
Mr Martin MacLeish1,869,9365.02%
Hargreaves Lansdown Asset Management1,698,1814.56%
Interactive Investor1,445,3393.88%
Mr Colin Thompson1,298,3653.49%
James Sharp & Co1,216,9353.27%

Last Updated: 28 June 2024

Financial information

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

Advisers

Nominated Adviser
Panmure Gordon (UK) Limited
40 Gracechurch St
London
EC3V 0BT

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

Broker
Panmure Gordon (UK) Limited
40 Gracechurch St
London
EC3V 0BT

Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA