Corporate Governance Statement
​Introduction to Corporate Governance
Introduction
Strong and effective governance remains at the heart of the Group’s purpose and the successful development and execution of our strategy. Our supportive governance structure has been crucial in another year of change for the Group. Amidst persistently challenging market conditions and industry-wide weakening of demand, the Board has continued to closely manage costs and is delivering on our strategy to simplify the Group and streamline our operations, which has included the divestment of individual non-core operations in the UK, Japan, Finland, Australia and China. The strong collaborative culture and the depth of experience of the Board has been instrumental in the development of our strategy and continued support through its delivery.
As Chair, my role is to lead and guide the Board so that it can discharge its duties effectively. I am responsible for promoting best practice in corporate governance and for overseeing the development, adoption, delivery and communication of an effective corporate governance model for the Company. The Board collectively develops and determines the Group’s purpose, strategy and overall commercial objectives. The Board ensures that the Group adopts policies and procedures that it considers appropriate having regard to its size and activities.
The Board is committed to ensuring that a strong governance framework operates throughout the Group, recognising that good corporate governance is a vital component to support management in their delivery of the Group’s strategic objectives and to operate a sustainable business for the benefit of all stakeholders. The process of identifying, developing and maintaining high standards of corporate governance is ongoing and dynamic, to reflect changes in the Group and its business, the composition of the Board and developments in corporate governance.
The QCA Code
Having regard to all the circumstances, including the size of the Company, the regulatory framework that applies to AIM companies and the expectations of the Company’s stakeholders, the Board considers that the Corporate Governance Code issued by the Quoted Companies Alliance (‘QCA’) remains the most appropriate corporate governance code to apply. The Board considers that the Company does not depart from any of the principles of the 2018 edition of the QCA Code and this corporate governance statement explains how we apply the QCA Code to support the Group’s medium and longer-term success. The Board has adopted the 2023 edition of the QCA Code from the start of the 2025 financial year and it anticipates that the Company will not depart from any of the principles of the 2023 edition.
The QCA’s ten principles of corporate governance
QCA principles
Compliant
Further reading
Corporate Governance Statement
The role and functioning of the Board
The Board is comprised of a Non-Executive Chair, two Executive Directors and three Non-Executive Directors. The Directors have a balance and depth of skills, experience, independence and knowledge of the Group and the staffing industry, which enables them to discharge their respective duties and responsibilities effectively.
The Board is collectively responsible for the long-term success of the Company. The Group’s strategy, business model and annual budget are developed by the Chief Executive Officer and the Chief Financial Officer, and submitted for consideration, challenge and approval by the Board. The Board collectively challenges and develops a strategy that is approved by the whole Board. The management team, led by the Chief Executive Officer, is responsible for implementing the strategy that has been approved by the Board, and managing the business at an operational level. This strategy and business model, designed to promote long-term benefit for all stakeholders, including delivery of long-term value for shareholders, is described in the Strategic report on pages 1 to 32 of the 2024 Annual Report and on the Company’s website.
The Company is controlled through the Board, which has established Committees for Audit & Risk, Remuneration and Nominations, to which it delegates clearly defined powers. The terms of reference for the Committees are reviewed annually. During the year, the terms of reference for all the Committees were reviewed and the Board was satisfied they remain fit for purpose. Each Committee’s terms of reference can be found here.
There is a formal schedule of matters reserved for consideration by the Board, which includes responsibility for the following:
- approval of overall strategy and objectives;
- approval of the annual budget and monitoring progress towards its achievement;
- changes to the Group’s principal activities;
- changes to the senior management structure;
- changes to capital structure;
- approval of annual and interim financial statements;
- approval of related party transactions;
- approval of financing arrangements and treasury policy;
- approval of material investments and disposals;
- approval of material unbudgeted expenditure; and
- approval of significant Group policies.
These reserved matters are reviewed by the Board, at least annually, to ensure they remain appropriate and complete. In August 2024, the Board considered and made changes to the schedule of matters reserved for full Board approval. In addition, the Board reviews, at least annually, the schedule of operational matters, which are delegated to management of the operating subsidiaries. These were also considered by the Board in August 2024 and agreed changes were made.
Non-Executive Directors are required to devote such time as is necessary for the proper performance of the duties of their office. The Executive Directors are full-time employees.
Prior to the beginning of each year, Board and Committee meetings are scheduled in line with the key financial reporting dates. A document pack, comprising a full agenda and documents to be tabled, is distributed to all relevant Directors a week prior to each meeting. Any specific actions arising during meetings are agreed by the Board or Committee (as applicable) and a follow-up procedure monitors their completion. Monthly financial and operational reviews are distributed to the Board, irrespective of whether a scheduled meeting is to take place. This assists the Board to keep informed of developments on a regular basis.
All Officers are invited to submit items for discussion for each meeting agenda and time is also allocated at each meeting to discuss any other business, which all Officers are invited by the Chair to raise.
All Non-Executive Directors participate in strategy development and decisions required to implement actions to progress towards meeting the Group’s objectives.
The Chair is responsible for the effective running of the Board and for ensuring that all Directors play a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives. The Chief Executive Officer’s primary role is to deal with the running of the Group’s business and executive management of the Group.
During the year, there was 100% eligible attendance at all meetings of the Board and Committees. The following table shows the number of formal scheduled meetings held during the year, the attendance of each Director and their full years in office at the forthcoming 2025 AGM:
| Board | Audit & Risk Committee | Remuneration Committee | Nomination Committee | Tenure | |
|---|---|---|---|---|---|
| Penny Freer (Non-Executive Director / Chair) | 8/8 | – | 2/2 | 1/1 | 19 years |
| Zach Miles ¹ (Non-Executive Director) | 8/8 | 5/5 | 4/4 | 1/1 | 16 years |
| Steve Bellamy (Non-Executive Director) | 8/8 | 5/5 | 4/4 | 1/1 | 2 years |
| Ranjit de Sousa (Non-Executive Director) | 8/8 | 5/5 | 4/4 | 1/1 | 2 years |
| Rhona Driggs (Chief Executive Officer) | 8/8 | - | - | - | 6 years |
| Tim Anderson (Chief Financial Officer) | 8/8 | - | - | - | 7 years |
¹ Zach Miles is retiring at the forthcoming AGM.
In addition to these formal scheduled meetings, the full Board or relevant Committee convene unscheduled meetings as and when appropriate through the year, to discuss matters in a timely manner without waiting for the next formal meeting. During 2024, for example, there were several ad hoc meetings for the full Board to discuss the Group’s strategy and matters arising from the decisions taken, and for the Remuneration Committee in working with external remuneration consultants in relation to the Company’s Long Term Incentive Plan for senior management.
There is a clear division of responsibilities between the Chair and Chief Executive Officer, with no one individual having unfettered powers of decision. The Company Secretary, a solicitor since 2001, advises the Board and reports directly to the Chair on corporate governance matters, supports the Chair in the effective functioning of the Board and its Committees and facilitates the receipt by the Board of high-quality information in a timely manner. He also heads up the Group’s in-house legal team and advises the Board on legal and governance matters, helping to make sure that Board procedures and applicable rules and regulations are observed. The Directors are also able to take independent professional advice in the furtherance of their duties as necessary.
Engagement with shareholders
The Board seeks to engage with shareholders to maintain a mutual understanding of objectives between them and the Company and to manage their expectations. Relations with shareholders and potential investors are managed principally by the Chair and Executive Directors. Shareholders and potential investors are invited to ask questions at any time by emailing companysec@empresaria.com or via the Company’s financial PR adviser by emailing empresaria@almastrategic.com and further contact details are set out on the ‘Investor and Adviser Contacts’ page of the Company’s website. All shareholders are invited to attend the Company’s Annual General Meeting and ask questions. In line with our commitment to maintaining effective communication structures for all sections of our shareholder base, the Executive Directors delivered online presentations, via the Investor Meet Company platform, to present our preliminary results in March 2024 and our interim results in August 2024. This platform allows for questions to be submitted both before and during the live presentation. The annual and interim presentations made to investors and a description of the Company’s investment case, strategic objectives and business model are all made available on the Company’s website. The Company retains a financial PR adviser and a house broker who provides equity research analysis. They both provide feedback to the Board from existing shareholders and potential investors.
Stakeholders and social responsibilities
The Group’s business model relies on developing and maintaining strong relationships with our employees, candidates, temporary workers, clients and regulatory authorities. The Board is conscious of its responsibility towards all stakeholders and believes this is an important consideration for the long-term growth of the business. Stakeholder engagement and feedback is taken seriously throughout the Group. Regular communication is made with all the Group companies and employees. The Group places considerable value on the involvement of our employees and keeps them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal and informal meetings, information available on the Company’s website and Workplace from Meta. The Group uses social media to engage directly with stakeholders through various channels, including Facebook, Workplace and LinkedIn. The Group also engages with regulators and government agencies, for example in response to consultations or proposals, both directly and through membership of worldwide trade associations.
Risk management
Risk is ultimately the responsibility of the Board and details of the principal risks identified are set out on pages 26 to 29 of the 2024 Annual Report.
The Board is ultimately responsible for risk management and internal controls and determining the nature and extent of the principal risks the Company is willing to take to achieve its purpose and strategic objectives. The regular monitoring and consideration of risk is delegated to the oversight of the Audit & Risk Committee (‘ARC’). The ARC has the responsibility to keep under review the adequacy and effectiveness of the Company’s internal financial controls and the internal control and risk management systems. Risk is on the agenda for each scheduled meeting of the ARC. The ARC works with executive management to identify principal risks to the Company, such as those that could affect the Company’s purpose, strategy, business model, future performance, solvency and liquidity. The ARC assesses the materiality and likelihood of each risk occurring. The ARC reviews the identified risks, assesses their materiality and likelihood of their occurring and considers them against the Board’s risk appetite. The ARC oversees the appropriateness of the Group’s risk management systems and policies, makes recommendations as it sees fit, agrees the operational actions for the executive management to take to avoid or mitigate risks and monitors the actions taken. The ARC reports to the Board following each risk review, to ensure that all Directors are kept informed at regular intervals through the year and provide opportunities to raise any questions, challenge assumptions and consider additional potential risks.
Experience, skills and capabilities
Biographical details of each of the Company’s Officers, detailing relevant experience, skills and capabilities, can be found on pages 36 to 37 of the 2024 Annual Report.
The Nomination Committee meets formally at least once a year to monitor and review the structure, size and composition of the Board and its Committees. It considers succession planning and makes recommendations to the Board for any appointments or other changes, to ensure that the right skills and expertise are maintained by the Company for effective management. All members of the Board participate in the recruitment of members to the Board.
The Directors determine the training requirements appropriate to their role and the needs of the Group. Directors attend relevant industry conferences and workshops throughout the year. The members of the Committees refresh their skills and knowledge by attending briefings and seminars and reviewing publications provided by various professional services firms and by audit and other regulatory bodies.
Board performance
Formal Executive Director performance evaluations are conducted annually in preparation for the review and approval of annual remuneration packages. An element of the annual executive bonus plan is subject to achievement of personal performance targets, set by the Remuneration Committee, that are tied to delivery of the Company’s strategy. Each Non-Executive Director’s performance is evaluated as an outcome of the formal performance evaluations of the Committee(s) of which they are a member. Performance evaluations identify and record achievements, training requirements and areas for improvement in relation to annual objectives and performance of their respective roles, in order to consider effectiveness. Objectives for the forthcoming year are defined along with identification of how achievements will be met, target dates and details of resource constraints or issues to ensure that actions are planned and taken as a result of the evaluation process.
Promotion of corporate culture
The Company actively promotes integrity in its dealings with our employees, candidates, temporary workers, clients, suppliers and shareholders, and the authorities of the countries in which our brands operate. The Board recognises that the reputations of our brands are valuable assets gained over a long period and must be protected. The Group has a number of policies, including those for dealing with bribery, gifts, hospitality, corruption, fraud, tax evasion, modern slavery and inside information. The Board requires that all Group companies and employees adhere to the Empresaria Code of Conduct.
All employees must comply with the laws and regulations of the countries in which they operate and those responsible for the management of each operating subsidiary confirm to the Board annually their compliance with these and with the Group’s policies and Code of Conduct. The Group’s whistleblowing policy is publicised to all employees and an established anonymous whistleblowing system is in place. There are several methods by which employees may ask questions of and provide feedback directly to members of the Company’s senior management and the Board.
Our operating subsidiaries are required to ensure that advertising and public communications avoid untruths or overstatements. They are also expected to build relationships with suppliers based on mutual trust and endeavour to pay suppliers on time and in accordance with agreed terms of business. The work of our Group-wide DE&I committee helps us shape the Group’s approach to this critical area and we remain committed to ensure equal opportunities for all staff, at every level, throughout the Group.
Independence and succession planning
The independence of all Non-Executive Directors is reviewed annually, with reference to their tenure, independence of character and judgement and whether any circumstances or relationships exist that could affect their judgement. The Board assesses what would be the most desirable number of Non-Executive Directors for the Board, having regard to the size of the Group, the scope of its operations and the efficient functioning of the Board and the executive management team. The Board looks at the manner in which the component parts of the Board function together, the skills and external experiences of the Non-Executive Directors, their involvement and insight in Board and Committee meetings and their ability to challenge management objectively.
The Board is conscious of the continuing need to refresh the Board and is aware that there is a balance to be struck when considering the tenures of Non-Executive Directors and the importance of succession planning. The Board has adopted a policy of Non-Executive Directors not serving terms longer than nine years save in exceptional circumstances. Zach Miles, a Non-Executive Director who has served on the Board since 2008, will not seek re-election at the forthcoming AGM. The Board would like to thank Zach for his significant contributions during his tenure. The Chair, Penny Freer, has been a Non-Executive Director since 2005 and she has informed the Board of her decision to step down by the time of the Company’s AGM to be held in 2026. The Board agrees that Penny’s experience and leadership in navigating the strategic developments in the Group warrant her remaining as a Non-Executive Director at this time, notwithstanding her tenure, but this should not extend beyond the 2026 AGM.
The Board continues to consider the tenure of Penny Freer but agrees that she continues to demonstrate independence of character and judgment in all her contributions to the Board and decision-making. Her extensive experience and deep understanding of the Company’s business and people is invaluable, particularly in the development of the Company’s current strategy. Having regard to all such considerations, the Board is of the view that Penny Freer, Steve Bellamy and Ranjit de Sousa remain independent.
In accordance with the Companies Act 2006 and the Company’s Articles of Association, each of the Directors has a duty to avoid a situation where they have, or might have, a direct or indirect interest that conflicts, or potentially may conflict, with the Company’s interests. The Company has established procedures for the disclosure by Directors of any such conflicts for the Board to consider and, if appropriate, authorise. If such a conflict exists, the relevant Director is excused from consideration of the relevant matter. All additional external responsibilities taken on by Directors during the year were considered by the Board for any actual or potential conflicts that may arise. The Board is satisfied that the independence of the Directors who have additional external responsibilities is not compromised.
Further Information:
10 April 2025
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