Introduction:
The Board of directors of the Company recognises the importance of sound corporate governance and applies The Quoted Company Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which it believes is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM market of the London Stock Exchange. It is believed that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
- Establish a strategy and business model which promote long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder and social responsibilities and their implications for long tern success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the board as a well-functioning balanced team led by the Chair;
- Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviours;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
There follows a short explanation of how the Company will apply each of the principles:
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered through the adoption of a single strategy. The Company’s principal activity is to operate BrandShield Limited and execute a strategy to increase its market share and penetration through rigorous marketing and the continued pursuit to become best in class in the brand protection sphere.. In addition to the main operating entity, BrandShield has a minority interest in WeShop Limited which is a cutting-edge digital social network platform focused on the fast-growing and highly valuable e-commerce sector. The Company will continue to monitor WeShop’s progress, seeking to exploit opportunities for collaboration. The Company will continue to seek opportunities to divest the remaining legacy commodities based investments which could include partnering with operators that the Board feels can extract more optimal value from existing holdings.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information on the Company though its website, [www.brandshield.com], and via Yoav Keren, Chief Executive Officer who is responsible for shareholder liaison and available to answer investor relations enquiries. The Company has also engaged the services of a third party Investor Relations firm, Newgate Communications.
The Company’s annual report, Notice of Annual General Meetings (AGM) are sent to all shareholders and can be downloaded from our website. Copies of the interim report and other investor presentations are also available on the Company’s website.
Shareholders are kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. Periodic updates are provided to the market and any deviations to these updates are announced via RNS.
At the AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution, proxy forms are issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. Our registrars, count the proxy votes which are properly recorded and the results of the AGM are announced through an RNS.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are as much as possible within the recommended guidelines of the QCA Code.
Non-deal roadshows will be arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the market. Additionally Investor presentations can be found on the Company’s website.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon open communication with its internal and external stakeholders : investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Company has close ongoing relationships with a broad range of its stakeholders and provides them via regular contact with the opportunity to raise issues and provide feedback to the Company. The Board regularly reviews and assesses its key resources and relationships and has established processes and systems to ensure that there is close oversight and contact with its minority investee companies & key stakeholders.
Principle Four
Risk Management
The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Company, noting that the Company is primarily an operating company with some remaining minority investments in portfolio companies. A risk assessment matrix has been established by the Company and is updated at regular intervals. The risk matrix is held within the Company’s FPPP document.
Principle Five
A Well Functioning Board of Directors
The Board comprises the Non-Executive Chairman Azriel Moscovici, the Chief Executive Officer Yoav Keren, the Chief Technical Officer, Yuval Zantkeren, Chief Financial Officer, Ravit Freedman and two Non-Executive Directors, John Taylor and Dr. Zarthustra (“Zar”) Jal Amrolia. Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election in accordance with both the requirements of the UK Companies Act 2016 and the Company’s articles of association (“Articles”). The Company’s Articles state that Directors are subject to re-election at intervals of no more than [three] years . The letters of appointment for all Directors stipulate the time commitment that each Director is expected to provide to the Company. The Board Chairman serves as chair of every meeting of the Board of Directors.
The Board meets in person at least twice per year and has monthly Board calls. It has established an Audit Committee, the members of which are included in Principle Six below. The Board has agreed that Director appointments are made by the Board as a whole, and so has not created a Nominations Committee. A Remuneration Committee has been established and is composed of Messrs Amrolia (Chair), Moscovici and Taylor. The Committee seeks to follow the guiding principles laid out by the Quoted Company Alliance (QCA). No Board member may influence decisions relating to their own specific remuneration.
Messrs Moscovici, Amrolia and Taylor are considered to be Independent Directors and as such the Company is in compliance with the requirement to have a minimum of two independent non-executive directors on its Board.
The Board notes that the expectation of the QCA Code is that the Chairman will not have an executive capacity and that the role of the Chairman and Chief Executive Officer (“CEO”) are not held by the same person.
The Board shall review further appointments.
Attendance at Board and Committee Meetings
The Company reports annually in the Directors’ Report on the number of Board and committee meetings held during the year and the attendance record of individual Directors. To date in the current financial year the Directors have a 100% record of attendance at such meetings. Directors meet formally and informally both in person and by telephone.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of six Directors and, in addition, the Company has employed the outsourced services of Orana Corporate Services to act as the Company Secretary. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and two of the Directors have experience in public markets.
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Azriel (“Uzi”) Moscovici – Non Executive Chairman (aged 56)
Azriel (“Uzi”) Moscovici is an experienced manager and technologist with considerable knowledge in information, communications and cyber technology. Uzi is currently the Chief Executive of Waveguard, an intelligence and offensive cyber company based in Tel Aviv. Prior to that appointment he was Vice President of the Missile Systems division of Israeli Aviation Industries. He is also a Major General (reserves) and the former head of the Israeli Defence Force’s Cyber Defence and IT directorate. He is chair of the Remuneration Committee and a member of the Audit Committee.
Yoav Keren – Chief Executive (aged 48)
Yoav is one of the founders of BrandShield. He has 24 years of experience in financial management, marketing and business development, was a Council Member at ICANN, is a member of the anti-counterfeiting committee at INTA, was Senior Advisor to a minister in the Israeli government, and the head of the Technology branch of the Israeli military’s Information Security Department.
Yuval Zantkeren – Chief Technology Officer (aged 48)
Yuval is one of the founders of BrandShield and is an internet information systems expert. He has 22 years of experience in managing software development and web development, specialising in domain name systems and IDN systems. Yuval was a member of the Government Advisory Committee at ICANN for Israel.
Ravit Freedman
Ravit has over 20 years of experience acting as CFO, Financial Controller, VP Finance and Auditor in a range of sectors including internationally focused technology companies. She is a Certified Public Accountant and holds a Masters of Law (LLM) from Bar-Ilan Univerity. She started her career as an auditor with Arthur Anderson before acting as CFO for a number of early stage companies. From 2002 to 2009 she was FInacncial Controller of RDT Group which then had turnover of around $80m. More recently she was CFO of the The Port of Tel Aviv and VP Finance for KiloLambda Technologies Limited which was acquired by Elbit Systems Ltd. For the last few months she has been a Temporary Financial Controller for an International Hi Tech Company in the Cyber Security Sector.
Dr. Zarthustra (“Zar”) Jal Amrolia – Non Executive Director (aged 57)
Zar Amrolia is co-CEO of XTX Markets, a leading quantitative-driven electronic market-maker partnering with counterparties, exchanges and e-trading venues globally to provide liquidity in the Equity, FX, Fixed Income and Commodity markets. Zar has over 25 years of experience in the investment banking industry. He started his career at Credit Suisse before joining Deutsche Bank. He became a Partner Managing Director at Goldman Sachs and more recently, Zar was Global Head of FX and then Co-Head of FICC at Deutsche Bank. He is a member of both the Audit and Remuneration Committee.
John Taylor – Non Executive Director (aged 48)
John works with a group who assist small cap technology stocks with their development. Prior to that he spent eighteen months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He also spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant Colonel. He is Chairman of Asimilar Group Plc and on the Board of Pathfinder Minerals Plc. He was formerly a non-executive director of both Bidstack Group plc and Sabien Technology Group plc. He is the Chair of the Audit Committee and member of the Remuneration Committee.
The Board is kept abreast with developments of governance and AIM regulations. The Company’s lawyers provide updates on governance issues, the Company’s NOMAD provides annual board AIM Rules refresher training as well as the initial training as part of a new director’s onboarding.
The directors have access to the Company’s NOMAD, company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives, as well as the Directors’ continued independence. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole which in turn will impact Company’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, empoyees, consultants and representatives alike throughout the entire organisation. The Company strives to achieve and maintain an open and respectful dialogue with employees, representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great import on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Issues of bribery and corruption are taken seriously, The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract specifies that the employee will comply with the policies. There are strong financial controls across the business to ensure on going monitoring and early detection.
Principle Nine
Maintenance of Governance Structures and Processes
The Audit Committee is chaired by John Taylor with Azriel Moscovici and Zar Amrolia being the other members. The Board has adopted appropriate delegations of authority which set out matters which are reserved for the Board. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while, as an operating company, execution of the Company’s strategy is delegated to the Chief Executive Officer.
Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from Company advisors and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee meets not less than twice in each financial year and it has unrestricted access to the Company’s auditors.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement. The Board notes requirement for the Company to meet the AIM Rules for Companies such that the Company is suitable at all times to remain admitted to trading on AIM. This includes the requirement for a governance structure compatible with this requirement.
The Board retains full and effective control over the Company and holds regular meetings at which financial, operational and other reports are considered and where appropriate voted upon. The Board is responsible for the Group’s strategy and key financial and compliance issues.
There are certain matters that are reserved for the Board, they include:
- approval of the Group’s strategic aims and objectives;
- Review of Group performance and ensuring that any necessary corrective action is taken;
- Extension on the Group’s activities into new business or geographical areas;
- Any decision to cease to operate all or any part of the Group’s business;
- Major changes to the Group’s corporate structure and management and control structure;
- Any changes to the Company’s listing;
- Changes to governance and key business policies;
- Ensuring maintenance of a sound system of internal control and risk management;
- Approval of half yearly and annual report and accounts and preliminary announcements of final year results;
- Reviewing material contracts and contracts not in the ordinary course of business.
As the Company grows, the directors will ensure that the governance framework remains in place to support the development of the business.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on the AIM market. All shareholders are encouraged to attend the Company’s Annual General Meeting where they will be given the opportunity to interact with the Directors.
Investors also have access to current information on the Company though its website, [www.brandshield.com], and via Yoav Keren, Chief Executive Officer, who is available to answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of note arising from the Audit Committee.
Copies of all Annual Reports, Notices of Meetings, Circulars sent to shareholders and Admission Documents (in respect of the last 5 years) are included on the Company’s website.
If a significant proportion of votes was ever cast against a resolution by shareholders in General Meeting, the Company would, on a timely basis, provide an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.
Annual report disclosures:
The table below provides details of our annual report disclosures as required under the QCA Code
QCA Code
Principle Disclosure
1 Explain the company’s business model and strategy, including key challenges in their execution (and how those will be addressed).
4 Describe how the board has embedded effective risk management in order to execute and deliver strategy. This should include a description of what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective.
6 Identify each director.
Describe the relevant experience, skills and personal qualities and capabilities that each director brings to the board (a simple list of current and past roles is insufficient); the statement should demonstrate how the board as a whole contains (or will contain) the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the company for the benefit of the shareholders over the medium to long-term.
See website disclosure principle six
Explain how each director keeps his/her skillset up-to-date.
See website disclosure principle six
Where the board or any committee has sought external advice on a significant matter, this must be described and explained.
Where external advisers to the board or any of its committees have been engaged, explain their role.
see Website disclosures: principle six above.
Describe any internal advisory responsibilities, such as the roles performed by the company secretary and the senior independent director, in advising and supporting the board.
The Company Secretary helps keep the Board up to date on areas of new governance and liaises with the Nomad on areas of AIM requirements. The Company Secretary has frequent communication with the Chairman and CEO and is available to other members of the Board if required.
7 Where a board performance evaluation has taken place in the year, provide a brief overview of it, how it was conducted and its results and recommendations. Progress against previous recommendations should also be addressed.
8 Include in the chairman’s corporate governance statement how the culture is consistent with the company’s objectives, strategy and business model in the strategic report and with the description of principal risks and uncertainties. The statement should explain what the board does to monitor and promote a healthy corporate culture and how the board assesses the state of the culture at present.
see Website disclosures: Principle Eight above.
10 Describe the work of any board committees undertaken during the year.
Include an audit committee report (or equivalent report if such committee is not in place).
Include a remuneration committee report (or equivalent report if such committee is not in place).
If the company has not published one or more of the disclosures set out under Principles 1-9, the omitted disclosures must be identified and the reason for their omission explained.