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corporate governance

Nature Group is committed to ensuring that it has a robust approach to Corporate Governance and we have a clear commitment to achieve this. With this objective, we recognise our obligation to comply with the AIM Rules for Companies and the provisions and recommendations laid out under the Quoted Companies Alliance Code 2013 for small and mid-size companies.

In respect of the AIM Rules, our Corporate Secretary will ensure compliance with the relevant provisions, in conjunction with the legal responsibilities under the Companies Acts. The Group also benefits from a close working relationship with Cenkos acting as the Group’s NOMAD, with whom it consults on a regular basis and keeps fully informed.

Adherence to the principles of good Corporate Governance and the benefits that arise are summarised in a quote from Baroness Hogg, Chairman of the Financial Reporting Council: “Well run companies achieve sustained success and for that reason, as the QCA Code rightly emphasises, transparency and engagement with shareholders about how the company is governed can help to attract and retain investment.”

The Board of Nature Group is led by Berend van Straten as Chairman and non-executive director. Currently, Board membership is represented by one further non-executive director René Verbruggen. The executive director is Andreas Drenthen as Chief Executive Officer. The Board is committed to meeting at least six times per annum in addition to the Annual General Meeting and for other specific events. Recognising the international influence on Nature Group’s activities, the Board endeavours to ensure that Board Meetings are rotated across its operations in addition to meeting in Jersey, where Nature Group is registered and domiciled.

The need to keep shareholders informed, to articulate the business strategy and measure the performance of the Executive Directors, supported by the Chairman, is achieved by meeting Nature Group’s major shareholders at least twice a year and at other times if requested. Smaller shareholders are encouraged to attend the AGM, supported by ‘open door’ access when time allows.

To monitor Nature Group’s compliance, three committee formats have been established: the Audit and Risk Committee, the Remuneration Committee, and the Nominations Committee, with all two having non-executive director appointees.

The Audit and Risk Committee is chaired by Rene Verbruggen. It aims to meet at least three times annually and, apart from ad hoc agenda items, will meet the audit partner at least once, if not twice, a year to review the adequacy of the Group’s systems and controls. Berend van Straten will attend. As the name suggests the Committee reviews the perceived business risks that are likely to have an impact within an international group on business security and performance. This is important given the highly regulated business environment that Nature Group operates in, where compliance is fundamental to our on-going operations.

The Remuneration Committee is chaired by Rene Verbruggen with a remit to review and approve the remuneration package for Directors and senior managers. Berend van Straten sit on the committee, which apart from two set meetings each year, meets as required. The Committee aims to ensure that Nature Group’s remuneration and incentive packages are sufficient to attract high quality staff yet remain appropriate to the size of the business and its operations.

The Nomination Committee has been established to ensure that the Board properly represents the skills and knowledge required to ensure the ongoing development and success of Nature Group. The Board ensures on a continuous basis that the management of Nature Group’s international subsidiaries know of our commitment to good Corporate Governance and the key rules and regulations with which we must comply. In addition, we expect our subsidiaries to demonstrate full compliance with whatever local or national jurisdictions they operate under.

The Chairman is committed to a sound system of Corporate Governance and will continue to monitor its effectiveness and provide continuous improvement when and where necessary and adhere to the principle of ‘comply or explain’. The Board recognises that Nature Group has more than one substantial shareholder but is committed to the principle that it will always act in the best interest of all shareholders.

The directors intend to comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by any employees of the Company to whom Rule 21 applies. The Company has, in addition, adopted the Share Dealing Code for dealings in its Ordinary Shares by directors and senior employees. The Company will continue to monitor its compliance with the latest corporate governance guidelines and welcomes comments.

The Company is subject to the UK City Code on Takeovers and Mergers.

This page was last updated on June 29, 2018 09:17AM