Updated 29th March 2021
Anpario plc (“Anpario”, “Group” or “the Company”)
The Company’s shares are traded on the Alternative Investment Market (“AIM”) of the London Stock Exchange. Anpario applies the Quoted Companies Alliance Corporate Governance Code (“QCA Code”).
Anpario offers natural solutions to the food farming industry which work in harmony with the natural aspects of an animal’s biology to promote healthy growth at the least cost to the environment and the producer. Our products enable the production of top quality protein that partners future farming practice around the world. This objective and our engagement with stakeholders, ensures that we act in a manner that is responsible and beneﬁcial to all.
The board and staff at the Company are committed to behaving professionally and responsibly to ensure that the highest standards of honesty, integrity and corporate governance are maintained. Enshrining these values through the Company’s culture, objectives and processes is essential to support the success of the Company in creating long-term shareholder value.
Principle 1: Our strategy and business model to promote long-term value for shareholders
Anpario is well positioned to beneﬁt from the trends in growth of the world’s population, the increasing demand for meat and ﬁsh protein in developing countries and the tightening of global regulation favouring more natural feed additive solutions. Seizing these opportunities is how Anpario intends to deliver long-term shareholder value. More information is included in the Strategic Report.
Anpario has speciﬁc resource and processes in place to proactively identify and manage risk to protect the continued growth and long-term future that is possible as outlined above. Our annual report details speciﬁc ﬁnancial and non-ﬁnancial risks and uncertainties facing the business and measures in place to mitigate them.
Principle 2: Understanding and meeting shareholder needs and expectation
Communications with shareholders are given high priority and Anpario recognises the importance and value in reciprocal and open communication with its many investors. This is key to ensure alignment between the motivations and expectations of our shareholders and our strategy and business model.
This communication takes place in many forms to serve different purposes. Our Interim Statements and Annual Reports contain detailed information for shareholders to understand our performance, strategy and future plans. Between these disclosures, the Company also issues RNS announcements, as required, which serve to keep shareholders updated about regulatory matters or changes that they should be notiﬁed of. These RNS announcements, as well as wider news articles about the Company, are available on our website www.anpario.com/investor/.
The Annual General Meeting (“AGM”) is the main opportunity for all shareholders to engage with Anpario. Shareholders are notiﬁed in advance of the date and location of the meeting as well as the resolutions that are to be voted on. At the meeting, the Board and key personnel give a presentation about the most recent published results and our strategy; they are also available to answer any questions that shareholders may have.
The Directors actively seek to build strong relationships with institutional investors and investment analysts. Presentations are given immediately following Interim Statement and Annual Report announcements. Feedback directly from shareholders via the Company’s advisers after these regular analyst and shareholder meetings ensures that the Board understands shareholder views. The Board as a whole are kept informed of the views and concerns of major shareholders and are made aware of any signiﬁcant investment reports from analysts.
Shareholders are encouraged to contact the Company should they have any questions or concerns and can do so using a dedicated email address email@example.com. This is actively used by our Shareholders and successfully enables them to engage with the Board in addition to attaining assistance on individual shareholder speciﬁc matters with which we may be able to help. The Chairman and other Directors will meet or have contact with major shareholders as necessary.
The Executive Directors hold shares and participate in incentive plans in the Company which ensures that their interests are fully aligned with those of other shareholders.
Principle 3: Corporate social responsibilities and wider stakeholders
Anpario seeks to ensure a sustainable future, conducting business in a socially, ethically and environmentally responsible manner engaging with all of our key stakeholders, including the communities in which we operate. Our people seek to meet environmental challenges with sustainability at the beating heart of Anpario. It is our responsibility to identify problems faced by producers globally and find effective sustainable solutions. As we continue to build on the strong foundations built over the past four decades, we aim to be a leading light now and in the future.
Anpario works with nature
Anpario works with nature to champion the production of safe and healthy food. Our ongoing mission is to support and supply food producers and to become a key influencer in assisting global supermarkets, farmers and food chain producers to switch to healthier and sustainable feed ingredients to benefit both animal and human health.
Through our cutting-edge products, innovations and collaborations we contribute to feeding a growing global population in a world with finite resources, helping to create good health and nutrition throughout the food supply chain and combatting animal diseases that can destroy animals, livelihoods and the world food supply.
Our innovative products work in harmony with an animals’ biology to promote healthy growth and demonstrate value to the animals fed directly through all life stages, indirectly to their progeny and ultimately within the human food chain. This contributes to a more efficient use of feed ingredients to reduce the environmental footprint of food production and ensures responsibly produced food.
Anpario’s sustainable objectives
Sustainable development should meet the needs of the present without compromising the ability of future generations to meet their own needs.
1. 100% sustainable products
Our bio-sciences technology has developed “eco-products” with unique features for many animals including poultry, swine, cattle and fish and also for companion animals. These improve the quality of meat, fish, eggs and milk produced, benefitting the human food chain and directly helping the animal‘s gut health by removing potentially harmful toxins present in animal feed and thereby reducing mortality and sickness. The improvement in gut health contributes to a reduction in the levels of greenhouse gases and ammonia generated by food production, leads to a more efficient use of feed ingredients to reduce environmental footprints and ensures responsibly produced food.
2. Zero Finite Material
Anpario’s ambition is to cease to consume materials that cannot be renewed or replenished, and to use only raw materials from common minerals and plants with plentiful natural resources.
Raw materials used in our products are primarily common minerals in high grade quality from plentiful natural resources. One of our main raw materials is 100% is natural oregano oil extracted from organically grown plants and produced in a carbon neutral factory. Fish and marine oils are sourced from farmed fish produced for the human food chain or sourced from suppliers certified for sustainable fishing.
3. Zero waste and pollutants
Our self-owned and operated production facility has established benchmark levels and is dedicated to drive continuous improvements to increase efficiency and eliminate waste. Anpario suppliers share the same ethos and hold a commitment to natural based farming solutions including circularity in production with no use of external resources except rainwater, green energy and zero use of chemical pesticides.
Our global responsibility is inherent throughout our company values and reﬂected in our goals which are in tune with several of the United Nations 17 Sustainable Development Goals (SDG’s) Anpario’s activities impact:
SDG 2: Zero hunger – end hunger, achieve food security and improved nutrition and promote sustainable agriculture
Agriculture and ﬁsheries can provide nutritious food for all and generate decent incomes, while supporting people-centred rural development and protecting the environment. Anpario’s products work in tune with nature’s inherent processes within each of the animal species to support production of safe and affordable food for a growing population and can help to:
• conserve, protect and enhance natural resources;
• improve rural livelihood, equity and social well-being through productive farming; and
• enhance resilience of people, communities and ecosystems.
SDG 3: Good health and well-being – ensure healthy lives and promote wellbeing for all at all ages
We are leading work in collaboration with major feed producers to successfully reduce the unnecessary use of antibiotics and other substances such as zinc oxide and urea-formaldehyde. The misuse of antibiotics in agricultural production is a signiﬁcant threat to animal and human health. Anpario provides products and guidance to support farmers to:
• improve animal gut health;
• defend against mycotoxins;
• reduce and where possible remove the unnecessary use of antibiotics; and
• safeguard the use of antibiotics for effective treatment of sick animals.
SDG 6: Clean water and sanitation – ensure availability and sustainable management of water and sanitation for all
Clean water is vital to both animal and human health. Our product portfolio includes a highly efficacious effervescent water-soluble tablet (Credence) that kills harmful moulds, fungi, bacteria and viruses in water as a cost effective one-step process on farm.
SDG 12: Responsible consumption and production – ensure sustainable consumption and production patterns
Anpario’s products help improve biosecurity and prevent animal diseases, which can eliminate signiﬁcant animal populations, leading to devastating losses of food producing animals (e.g. Coccidiosis, Necrotic Enteritis, Porcine Epidemic Diarrhoea (PEDv), and African Swine Fever (ASF). Anpario’s products are proven to work effectively alongside vaccines to aid in disease control.
SDG 13: Climate action: take urgent action to combat climate change and its impacts
Our products help farmers to feed more nutritious diets with a lower environmental footprint to their animals which reduces negative environmental impacts such as:
• nutrient loss;
• greenhouse gas and ammonia emissions; and
• degradation of ecosystems.
SDG 14: Life below water – conserve and sustainably use the oceans, seas and marine resources for sustainable development
Our 100% natural, aquaculture products work on the same principles as for land animals and are effective for shrimp and other farmed ﬁsh such as salmon and tilapia. We work with aquaculture experts on new formulations for sustainable and antibiotic free ﬁsh production.
SDG 17: Partnerships for the Goals: strengthen the means of implementation and revitalize the global partnership for sustainable development
To achieve optimal circular sustainability means educating distribution networks, employees,partners and working with customers, our supply chain and leading global universities who share our goals to lead initiatives to replace unsustainable practices. It means leading by example and actively demonstrating how we apply and achieve sustainable objectives to our partners to inspire positive change.
Anpario has a substantial portfolio of proven products that make a difference to animal and ultimately human health. Some of our key innovations and animal health programmes with signiﬁcant qualitative and measurable beneﬁts and which are working to achieve SDG’s include:
Antibiotic free and pathogen control
The solution to eliminating antibiotic dependency requires programmes that are multifaceted in their approach combining biosecurity, management and nutrition. Anpario has spearheaded the 4 R’s campaign globally to ‘Review, Reduce and Replace antibiotics Responsibly’ to help manage gut health and support healthier livestock through the use of natural products.
Anpario’s gut health products have beneﬁcial effects including: reduction of E.coli, increased levels of lactobacillus creating a favourable microbial environment and increase in levels of energy sources (propionate and butyrate), improved animal strength, body weight gain and reduction in mortality rate. This results in reduced energy costs and improved dietary utilisation, aiding animal performance and helping to ensure they are more robust and better able to resist pathogen challenges.
Anpario’s phytogenic products contain natural oregano oil containing carvacrol and thymol which are natural antimicrobials. It regulates gut microbiota, has anti-inﬂammatory and antioxidant properties and stimulates appetite for efficient feed conversion.
Mycotoxins are toxic chemicals produced by moulds. Their presence in animal feed can have a detrimental effect including: reduced growth rates, lower fertility and abortions, impaired resistance and secondary infections, kidney and liver toxicities resulting in organ failure and potentially death. Products such as Anpro® range have demonstrated efficacy when independently tested over various species and generate many positive health beneﬁts.
Zinc oxide replacement
Traditionally, zinc oxide has been included at high levels in the diets of piglets to control E. coli infections which cause post-weaning scours but has been linked to environmental pollution and antibiotic resistance. Anpario eubiotic products can support piglet performance in the absence of therapeutic levels of zinc oxide and increase the amount of pig meat produced per year for the production unit.
Greenhouse gas emissions reduction
Following extensive research and initial studies work has commenced to develop new products and validate the use of Anpario essential oil and acid based eubiotic products to reduce greenhouse gas emissions from ruminants, pigs and poultry.
Practices are kept under continuous review to drive further improvements in efficiency, to eliminate waste, reduce energy consumption and our carbon footprint. Examples include:
• 88% of our carrier materials are supplied in bulk and directly added from silos to minimise packaging waste,
• liquid ingredients are stored in bunded storage silos;
• pre-used reconditioned and cleaned intermediate bulk containers (IBCs) used for packaging & supply of bulk liquids;
• product and material waste is collected by a waste contractor and environmentally recycled;
• our bottling plant produces liquids in 100% recyclable plastic bottles;
• packaging design is constantly reviewed resulting in improvements such as a recent reduction in sizes of boxes;
• dust extraction system minimises dust in the production area and prevents its emission into the environment;
• automated palleting system has reduced forklift movements
• new plant energy solutions being researched.
Working with our Government and the Environment Agency, our industry trade association Agricultural Industries Confederation (AIC) has set out a road map for a sustainable food chain and an open partnership across the industry to achieve the transition to Net Zero Carbon by 2050. Anpario is aligned and starting to plan how this can be achieved and the resources required.
Whilst we have always sought to minimise travel and flights to essential multi-purpose trips, COVD-19 lockdowns have taught us valuable lessons in how much more we can do to reduce our carbon footprint with homeworking, e-conferencing, internet based training and a significant reduction in physical visits and movements and a paperless office becoming our new normal.
Positive environmental impact assessments are expected from any new investments.
Anpario assures safety of its products, absolute transparency and traceability of raw materials and compliance with international regulations through rigorous internal control processes and quality standards. Anpario retains key industry quality accreditations in particular UFAS and FEMAS certifications.
Anpario is committed to achieving a safe and secure working environment in all its locations adhering to high standards of health and safety procedures.
Responsible procurement policies are in place to source raw materials to high speciﬁcation and rigorous quality standards. Anpario seeks to partner suppliers operating to highest standards of honesty and integrity and who comply all applicable ethical labour and, trade laws and regulations, including the requirements of the Modern Slavery Act 2015 and anti-bribery and corruption legislation contained within our Code of Conduct.
Our mindset is inherent in solving problems from new perspectives using science and technology to evoke behavioural change. Values of transparency, integrity, teamwork, innovation, and leadership have been established by the passion and commitment of our people.
Through our initiatives and education programmes we work closely with external vets and nutritionists to help, and where possible, responsibly reduce, remove and replace antibiotics by changing animal diets to include our products. Anpario are committed to extensive ﬁeld trial work lasting several months and years to ﬁnd cost effective solutions for farmers.
The Anpario ‘Green Team’, with representatives from all disciplines, are tasked to initiate improved, more sustainable ways of working. Going the extra mile for sustainable practice means:
• we use science, technical ability and change in our practices to lead industry innovation.
• increasing efficiencies with fewer resources and reducing our environmental impact;
• reducing waste from business operations;
• implementing direct actions to conserve, protect and enhance natural resources;
• reducing carbon emissions, and helping our stakeholders to do the same;
• naturally optimising production and feed efficiency for our partners and customers;
• supporting people and projects to influence positive social change – enhancing resilience of people, communities and ecosystems;
• protecting and improving rural livelihood, equity and social well-being;
• developing our people, supporting their personal and professional growth;
• taking a leading role in the industry to drive positive change.
Anpario supports and encourages charities and the local community through donations and volunteering. In recognition of the outstanding work undertaken by NHS staff and key workers, donations were made to Nottingham Hospitals Charity and Doncaster and Bassetlaw Teaching Hospitals (DBTH).
Anpario’s international trade and logistics expertise was utilised to source medical grade face masks for donation to local care homes in the collective effort to reduce the spread of COVID-19. Alongside our customer we supported an educational scheme funding the donation of poultry to a school in Maehongsorn Province, Thailand.
Anpario staff volunteered their time to work on the Rainbow Garden Memorial at DBTH. Our 2020 Charity of the Year was bone marrow donor cause DKMS with fund raising activities complimented by staff registering as donors.
Anpario is an inclusive organisation where everyone is treated equally irrespective of gender, nationality, marital status, colour, race, ethnic origin, creed, sexual orientation or disability. Employees embody Anpario’s key values of “Integrity, Teamwork, Innovation and Leadership”.
Around 120 employees work for Anpario in the UK and its global operations. Employees are recruited from local communities and has built a very ethnically diverse team including 13 nationalities speaking 22 languages.
43% non-white ethnicities are in positions of manager above and females represent 3 out of 7 the Executive Management.
It is Anpario’s policy to involve colleagues in the business and to ensure that matters of concern to them, our aims, objectives and ﬁnancial performance are communicated in an open way. Where appropriate and permitted, employees are offered the opportunity to become shareholders to promote active participation in and commitment to our success.
The Employee handbook applies globally and includes detailed policies and guides for employees which cover:
• Behaviour – Equal Opportunities and Dignity at Work, Anti-Bribery and Anti-Corruption, Communications and Privacy;
• Family – Parental, Dependents, Maternity, Paternity, Flexible working, Adoption;
• General – Grievance, Whistle blowing, Discrimination and Bullying, and Disciplinary; and
• Safety – Health and Safety handbook, Occupational Health Policy, Drug and Alcohol abuse.
Speciﬁc training is given to all employees in respect of key policies including online training videos and in person health and safety training.
Employees are encouraged to further develop their skills and we provide appropriate training in order to support our people and grow our organisational capabilities. Anpario currently:
• has several apprentice places;
• recruits graduates and doctorates in disciplines such as biosciences, accountancy, law and HR;
• works closely with several global universities on joint scientiﬁc initiatives;
• provides ongoing professional training support, extensive coaching and management development programmes; and
• provides ﬁnancial and study leave for professional and work related qualiﬁcations.
Anpario has a bonus scheme in place for its employees with targets aligned with shareholders as appropriate to their roles and responsibilities.
An analysis of Directors, managers and other employees by gender as at 31 December 2020 is as follows:
|Directors and management||3||1|
|Sales and Technical||36||29|
Principle 4: Effective Risk Management
Anpario has speciﬁc resource and processes in place to proactively identify and manage risk to protect its continued growth and long-term future. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk proﬁle of the Company and that they balance exploiting opportunities and protecting against threats. The Risk management section of the annual report details speciﬁc ﬁnancial and non-ﬁnancial risks and uncertainties facing the business and where possible the measures in place to mitigate them.
Risk management and control
Effective risk analysis is fundamental to the execution of Anpario’s business strategy and objectives.
Our risk management and control processes are designed to make management of risk an integrated part of the organisation. The framework is used to identify, evaluate, mitigate and monitor signiﬁcant risks; and to provide reasonable but not absolute assurance that the Group will be successful in achieving its objectives.
The focus is on signiﬁcant risks that, if they materialise, could substantially and adversely affect the Group’s business, viability, prospects and share price.
The requirement for an Internal Audit function is to be kept under review.
Risk management process
We recognise that a level of risk taking is inherent within a commercial business; our risk management process is designed to identify, evaluate and mitigate the risks and uncertainties we face.
The CEO is the ultimate Risk Manager. The Board establishes our risk appetite; oversees the risk management and internal control framework and monitors the Group’s exposure to principal risks.
The Executive Management Board (EMB) owns the risk management process and is responsible for managing speciﬁc risks. The EMB members are also responsible for embedding rigorous risk management in operational processes and performance management and review.
The EMB members are responsible for the risk analysis, controls and mitigation plans for their individual section of the business. The Audit Committee reviews the effectiveness of the risk management process and the internal control framework and ensures appropriate executive ownership for all key risks.
These processes ensure that all Directors receive detailed reports from management and are able to discuss the risks, controls and mitigations in place and therefore satisfy themselves that key risks are being effectively managed.
Internal control framework
Anpario’s internal control framework is designed to ensure the:
• effectiveness and efficiency of business operations;
• reliability of ﬁnancial reporting;
• compliance with all applicable laws and regulations; and
• assignment of Authority and Responsibility.
Anpario’s values underpin the control framework and it is the Board’s aim that these values drive the behaviours and actions of all employees. The key elements of the control framework are:
The Board sets formal authorisation levels and controls that allow it to delegate authority to the EMB and other Managers in the Group. The management structure has clearly deﬁned reporting lines and operating standards.
Strategy and business planning
• Anpario has a strategic plan which is developed by the EMB and endorsed by the Board;
• Business objectives and performance measures are deﬁned annually, together with budgets and forecasts; and
• Monthly business performance reviews are conducted at both Group and business unit levels.
Policies and procedures
Our key ﬁnancial, legal and compliance policies and procedures that apply across the Group are:
• Code of Conduct;
• levels of designated authorities and approvals;
• Ways of Working (WOWs);
• Anti-Bribery and Corruption Policy;
• due diligence processes including rigorous sanctions checks.
Our operational control processes include:
• Product pipeline review: product pipeline is reviewed regularly to consider new product ideas and determine the ﬁt with our product portfolio. We assess if the products in development are progressing according to plan and evaluate the expected commercial return on new products;
• Lifecycle management: lifecycle management activities are managed and reviewed for our key products to meet the changing needs of our customers, environmental and regulatory standards;
• Quality assurance: a manufacturing facility with an established Quality Management System operating under FEMAS and UFAS and designed to ensure that all products are manufactured to a consistently high standard in compliance with all relevant regulatory requirements;
• Product registration: a robust system operated by our regulatory team to ensure all products are correctly registered within the jurisdiction in which they are sold; and
• Pricing: a pricing structure which is managed and monitored to provide equitable pricing for all customer groups and compliance with regulatory authorities.
Our ﬁnancial controls are designed to prevent and detect ﬁnancial misstatement or fraud. This provides reasonable, but not absolute, assurance against material misstatement or loss. They include:
• a formalised reporting structure which incorporates the setting of detailed annual budgets and key performance indicators which are updated on a regular basis to form forecasts;
• management and Board meetings where all key aspects of the business are presented, reviewed and discussed including comparison of current and historical performance as well as budgets and forecasts;
• deﬁned authorisation levels for expenditure; the placing of orders and contracts; and signing authorities;
• transactional level controls operated on a day-to-day basis;
• daily reconciliation and monitoring of cash movements by the ﬁnance department and the Group’s cash ﬂow is monitored;
• segregation of accounting duties;
• reconciliation and review of ﬁnancial statements and judgements;
• internal and external training to ensure staff are aware of the latest standards and best practice; and
• membership of professional bodies and compliance with associated code of ethics.
Principle 5: The Board
The Board of Directors is collectively responsible and accountable to shareholders for the long-term success of the Company. The Board provides leadership within a framework of prudent and effective controls designed to ensure strong corporate governance and enable risk to be assessed and managed.
The Board regularly reviews the operational performance and plans of the Company and determines the Company’s strategy, ensuring that the necessary ﬁnancial and human resources are in place in order to meet the Company’s objectives. The Board also sets the Company’s values and standards, mindful of its obligations to shareholders and other stakeholders.
Full details and biographies of the Board are available on our website, the Board comprises of four independent Non-Executive Directors and two Executive Directors. A board succession plan has been announced and more details can be found in the Chairman’s statement.
|Richard Edwards||Chief Executive Officer||B Eng (Hons), C Eng, MBA.||M|
|Karen Prior||Group Finance Director||BSc (Hons), FCA.|
Independent Non-Executive Directors
|Peter Lawrence||Non-Executive Chairman||MSc, BSc, DIC, ACGI.||M||M||M|
|Matthew Robinson||Senior Independent Director||MA, ACA||C||M||C|
|Kate Allum||Non-Executive Director||BSc||M||M||M|
|Ian (John) Hamilton||Non-Executive Director||BSc||M||C||M|
Audit = Audit Committee, Nom. = Nomination Committee, Rem. = Remuneration Committee C = Chair, M = Member
The Board considers that the Non-Executive Directors are independent. In Peter Lawrence’s case the Board has speciﬁcally considered his length of service on the Board and determined that in terms of interest, perspective and judgement he remains independent.
All Directors are subject to reappointment by shareholders at the ﬁrst AGM following their appointment and thereafter by rotation.
The Board delegates its authority for certain matters to its Audit, Remuneration and Nomination Committees. The Board approves and reviews the terms of reference of each of the Committees which are available on the Company’s website,
The Board meets formally at least four times per annum. All Board members receive agendas and comprehensive papers prior to each Board meeting. The Group Finance Director is also the Company Secretary and is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are adhered to.
In addition to formal Board and Committee meetings, ad hoc decisions of the Board and Committees are taken after discussion throughout the ﬁnancial year as necessary through the form of written resolutions.
All Directors in office at the time of the various committee meetings were in attendance for all of the meetings convened during 2020. A list of the meetings convened during the year is set out below.
|Number of meetings convened||Full attendance of meeting|
|Audit Committee meetings||2||Yes|
|Remuneration Committee meetings||1||Yes|
The Chief Executive Officer works full time for the Group. The Group Finance Director worked an average of four days a week in the year and ensures the roles and responsibilities of the position are fully met. The Non-executive Directors have commitments outside of Anpario plc.
They are summarised on the Board biographies available from www.anpario.com/investor/aim-26/. All the Non-Executive Directors give the appropriate amount of time required to fulﬁl their responsibilities to Anpario.
Principal 6: Ensuring Directors have between them the necessary up-to-date experience, skills and capabilities
The Nomination Committee aims to ensure that composition of the Board reﬂects appropriate balance of skills and experience required to ensure long-term shareholder value and manage risk. Details of the role of the Nomination Committee and the activities it performs in relation to these matters is included in the “Maintaining governance structures” section later on in this document.
The Board biographies available on the website give an indication of their breadth of skills and experience. Each member of the Board takes responsibility for maintaining their own skill set, which includes roles and experience with other boards and organisations as well as formal training and seminars.
Principal 7: Evaluating Board Performance
The performance of the Board is evaluated formally on an annual basis, following the conclusion of the annual Audit and ﬁnalisation of the Annual Report. The Chairman leads this process which looks at the effectiveness of both the Board as a unit and its individual members.
When addressing overall Board performance the factors considered, include but are not limited to, underlying group ﬁnancial performance, the success of new strategy implementation and the effectiveness of risk and control measures. This process further looks at the performance of each member and considers their individual successes, commitment and alignment to the overall Group strategy. As appropriate, it will also look to conﬁrm that members have maintained their independence.
The Nomination Committee is responsible for determining Board level appointments, details of its role and terms of reference are provided later in this document. The Executive Board members determine the appointments to the Executive Management team, in line with Board approval procedures.
Succession planning is a key part in ensuring the long-term success of the Company. The Executive team ensure that potential successors are in place within the business and are given the required support and guidance to develop further. At the required time, it is the Nomination Committee’s role to make decisions about future appointments to the Board.
Principle 8: Promoting a corporate culture based on ethical values and behaviours
Anpario has a strong ethical culture, the Board is responsible for setting and promoting this throughout our processes and behaviours. The policies related to these matters are regularly reviewed and updated and distributed to employees and other stakeholders as appropriate. Further, speciﬁc training is given to keep staff updated on relevant changes, these sessions are often recorded for future reference and new staff.
A copy of our Code of Conduct is available on our website, www.anpario.com/code-of-conduct/. Anpario has stated policies on Corporate Social Responsibility and Anti-Bribery and Corruption and a Whistleblowing Policy that is applicable to all our employees, other workers, our suppliers and those providing services to our organisation.
Principal 9: Maintaining governance structures
Anpario is conﬁdent that the governance structures in place in the Company are appropriate for its size and individual circumstances whilst ensuring they are ﬁt for purpose and support good decision making by the Board.
The Board deﬁnes a series of matters reserved for its decision. These include strategy, ﬁnance, corporate governance, approval of signiﬁcant capital expenditure, appointment of key personnel and compliance with legal and regulatory requirements.
There is clear segregation of responsibility within the Board. The Non-Executive Chairman is responsible for providing leadership to and managing the business of the Board, in particular ensuring strong corporate governance policies and values. The role of Chief Executive Officer is concerned with the formulation and implementation of the strategy of the Company and is responsible for all operational aspects of the business. The role of the Group Finance Director is to provide strategic and ﬁnancial guidance and to develop the necessary policies and procedures to ensure sound ﬁnancial management and control of the Company. The Group Finance Director also acts as Company Secretary and is further responsible for advising on corporate governance matters and ensuring compliance with relevant legislative and legal requirements.
Details of the key committees are set out below, the terms of reference for each are available on our website as part of the committee section of the AIM 26 disclosures www.anpario.com/aim-26/.
Details are contained within the Audit Committee Report section of the Annual Report.
Details are contained within the Remuneration Committee Report section of the Annual Report.
The Nomination Committee is comprised of the four Non-Executive Directors and the Chief Executive Officer and is chaired by Ian Hamilton. Meetings are held as required by the Chairman. The role of the committee is as follows: • regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes;
• give full consideration to succession planning for Directors and other senior executives taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future;
• keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
• keep up to date and informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
• review and approve selection procedures for potential Board members, whether executive or non-executive, whether for immediate appointment to the Board or after a probationary period;
• be responsible for identifying and nominating for approval of the Board, candidates to ﬁll Board vacancies as they arise;
• ensure that on appointment to the Board, non-executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings;
• ensure that following appointment to the Board, Directors undergo an appropriate induction programme; and
• make recommendations to the Board on membership of the Board’s committees, in consultation with the chair of such committees; the reappointment of any non-executive at the conclusion of their speciﬁed term of office; the reappointment by shareholders of Directors under the Company’s rotation requirements taking into account the need for progressive refreshing of the Board.
Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.
For the appointment of a Chairman or other Non-Executive, the committee shall produce a job speciﬁcation, including the time commitment expected. A proposed Non-Executive’s other signiﬁcant commitments should be disclosed to the Board before appointment and any changes to commitments should be reported to the Board as they arise.
Prior to the appointment of a Director, the proposed appointee should be required to disclose any other business interests that may result in a conﬂict of interests and be required to report any future business interests that could result in a conﬂict of interest.
New appointments made in the year have gone through the processes as described above and more information can be found in the Board Changes section of the Chairman’s Statement.
Principal 10: Communicating governance and performance matters with shareholders and wider stakeholders
Communications with shareholders are given high priority and we proactively promote engagement through a range of measures. More details of which are provided earlier in this document about how Anpario seek to engage with and understand Shareholders and wider Stakeholders.
The most recent AGM took place on 25 June 2020, full details of which are included in the 2019 annual report available from our Website. The results of the AGM are set out below. None of the resolutions had a signiﬁcant number of votes cast against it.
|1||Accept Financial Statements and Statutory Reports||Passed|
|2||Approve Final Dividend||Passed|
|3||Re-elect Karen Prior as Director||Passed|
|4||Re-appoint Deloitte LLP as Auditors||Passed|
|5||Authorise Issue of Equity with Pre-emptive rights||Passed|
|6||Authorise Issue of Equity without Pre-emptive rights||Passed|
|7||Authorise Market Purchase of Ordinary Shares||Passed|
Our Company website includes historical Annual Reports and Interim Statements; both in RNS format as part of its News section, and the published documents are available from www.anpario.com/investor/annual-reports/. Included within these documents are the notices of previous AGMs, the results of which are released as RNS announcements and can be found in the News Releases section of our website www.anpario.com/investor/.