corporate Governance STATEMENT

As an AIM-quoted company, SECURE Property Development and Investments plc (“[SPDI]” or the “Company”) is required to apply a recognised corporate governance code, demonstrating how it complies with such corporate governance code and where it departs from it.

The Board has decided to apply the QCA Code. The Board notes the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders. The Company will provide annual updates on its compliance with the QCA Code in its Annual Report.

This statement sets out how the Company complies with the 10 principles of the QCA Code.

1.              STRATEGY & BUSINESS MODEL

The Company and its subsidiaries (together, the “Group”) are focused on generating value for their stakeholders through investing in and operating property assets in countries of South Eastern Europe.

 The Board sets the Company’s strategy and monitors its implementation through management and financial performance reviews. It also seeks to ensure that adequate resources are available to implement the Company’s strategy in a timely manner. The Company has set out a strategy and business model to promote long-term value creation for shareholders and will update all shareholders on this in the annual report each year.

The Board meets on a regular basis to discuss the strategic direction of the Company and any significant change will be highlighted promptly.

2.        UNDERSTANDING AND MEETING SHAREHOLDER NEEDS AND EXPECTATIONS

The Company remains committed to listening to, and communicating openly with, its shareholders to ensure that its strategy, business model and performance are clearly understood. The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM will be published via a regulated information service and on the Company’s website.

 The CEO, Lambros Anagnostopoulos, is the principal contact between SPDI and its shareholders, with whom he maintains a regular dialogue. The views of shareholders are communicated to the whole Board.

The Company’s progress on achieving its key targets is regularly communicated to investors through its announcements to the market, which can be found at http://www.secure-property.eu/news/. The Company also use other professional advisers such as the Company’s Nomad, Broker, Auditor and Company Secretary who provide advice and recommendations on shareholder communication.

3.       TAKING INTO ACCOUNT WIDER STAKEHOLDER & SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS

The Board recognizes its responsibilities to stakeholders including staff, suppliers, customers and the community within which it operates. AS SPDI and its subsidiaries are present in a number of countries of South Eastern Europe, the Company makes it a priority to integrate to the local communities where its property assets are located. 

 4.              EMBEDDING EFFECTIVE RISK MANAGEMENT

The Board regularly reviews the risks facing the business and the internal controls which are in place to address these risks. Each operating subsidiary has reviewed its business and identified the key risks which it faces. As a result, plans have been put in place to deal with various contingencies which might arise. Accepting that no systems of control can provide absolute assurance against material misstatement or loss, the Directors believe that the established systems for internal control within the group are appropriate for the business.

5.              MAINTAINING A BALANCED AND WELL-FUNCTIONING BOARD

It is the role of the Board to ensure that the Company is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Good corporate governance is an important contributor, reducing risk and adding value to the Company. The Board will continue to monitor the governance framework of the Company on an ongoing basis.

BOARD

Michael Beys, Non-Executive Chairman

Harin Thaker, Non-Executive Vice Chairman

Ian Domaille, Non-Executive Director

Antonios Kaffas, Non-Executive Director

Lambros Anagnostopoulos, Executive Director – CEO

The Board sets direction for the Company and has a formal schedule of matters reserved for its decision, including Group strategy, approval of major capital expenditure, approval of the annual and interim results, annual budgets, dividend policy and Board structure.  The Board monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets, their performance in relation to those budgets and their capital expenditure. The Board delegates day-to-day responsibility for managing the business to the Executive Directors and the senior management team.

 The QCA Code recommends that the Chair and Chief Executive should not be the same person.

Regular Board meetings are held at least once every quarter and other meetings are scheduled as required.  Directors’ attendance at Board meetings is reported in the annual report.

Brief biographical details of the current Directors can be found on the Company’s website at http://www.secure-property.eu/about-us/board-and-management/.

6.              HAVING APPROPRIATE EXPERIENCE, SKILLS AND CAPABILITIES ON THE BOARD

The Board has a mix of experience, skills and personal qualities that help deliver the strategy of the Company. The Company will ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities to deliver the Company’s strategy.

7.              ETHICAL VALUES & BEHAVIOURS 

The Company has a corporate culture that is based on ethical values and behaviors. It will maintain a quality system appropriate to the standards required for a Company of its size. The Board communicates regularly with company executives through meetings and teleconferences.

8.        MAINTAINING GOVERNANCE STRUCTURES AND PROCESSES 

The Board

In addition to the information given under principle 5 above, the Chairman is responsible for the leadership of the Board and is pivotal to fostering a culture that adopts good corporate governance.

 The Chairman, together with the rest of the Board sets direction for the Company through a formal schedule of matters reserved for its decision which are set out under principle 5.

 Board Committees

The Board has established two committees comprising by Non-Executive Directors.

Audit

Remuneration

 

Ian Domaille

Tony Kaffas

Ian Domaille

Harin Thaker

 

 Audit Committee

The Audit Committee meets at least twice each year to review the full and half-year results before publication, the effectiveness of external audit and internal financial controls.

 Remuneration Committee

The Remuneration Committee meets at least twice each year to set the policy for the remuneration of the Executive Directors and other members of the senior management team. 

 Councils

 The Board has established one council comprising by ex-board members and advisors.

 Advisory Council

Paul Ensor

Vago Barseghyan

Franz Horhager

Kalypso Nomikou

Alvaro Portela

Emmanuel Blouin

 The Advisory Council provides strategic advice and support to the Board.

9.              COMMUNICATING WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERs

The Company makes available on its website historical annual reports, notices of meetings and other publications over the last five years.  These can be found at http://www.secure-property.eu/investor-relations/company-documents/ and http://www.secure-property.eu/news/ .

04 February 2020