Corporate Governance

This page was last updated on 2 January 2024.

The Board endorses the highest standards of corporate governance and has adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The Board will comply with, or explain any departure from, the ten principles of the QCA Code and their application.

The responsibility for ensuring compliance and accurate reporting of Corporate Governance resides with the Audit and Risk Committee (“the ARC”). Corporate Governance will be continually monitored and reviewed formally by the ARC annually following publication of the annual report and accounts each year.

Compliance with each of the ten principles set out in the revised QCA Code is summarised below:

Establish a strategy and business model which promote long-term value for shareholders

Pressure Technologies has an established strategy for growth, which it reports on annually to its shareholders in the Group’s Annual Report, indicating how it has delivered on the strategy and how it has managed strategic risks. The Board reviews the strategy at least once a year to ensure that it remains relevant and sustainable. The Group’s strategy and business model is clearly set out in its latest financial statements, and key challenges to the business are detailed in the Annual Report.

Seek to understand and meet shareholder needs and expectations

The Company actively encourages good communication with all shareholders from the largest to the smallest. Presentations to institutional and mid-sized investors (typically by the Chief Executive and Chief Financial Officer) are offered at the full-year and half-year and all investor presentations are posted to the Group’s website. Feedback is obtained following all investor meetings and this feedback is reviewed by the Board. The Company has always aimed to accommodate investors who wish to visit its manufacturing sites.

On his appointment on 1 April 2022, the new Chair consulted with major shareholders, seeking their feedback on key strategic matters.

The Annual General Meeting presents an opportunity for the Board to meet with private investors.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board fully recognises that long-term growth and profitability are enhanced when businesses behave in a sustainable and responsible manner, having regard to environmental, social and governance matters and all its stakeholders. The Group’s stakeholders include employees, customers, regulators, investors, suppliers, advisors and the communities in which the Group’s businesses operate.

The Group’s approach to sustainable and responsible business is set out on the website.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Audit and Risk Committee meets regularly throughout the year to review business risk and oversees the Group’s approach to risk management. Emerging risks and the management of key risks are reported to the Board.

Acknowledging the increasing threat to cyber security, the Group has recruited new skills and resources to ensure effective risk management and protection in this critically important area. The Board reviewed the Group’s Cyber Security Roadmap, a rolling action plan of initiatives, in June 2023. The key priority was to deliver CSC’s Cyber Essentials+ accreditation renewal and this was successfully achieved in September 2023.

The risk reporting model, set out in its latest Annual Report, includes the principal risks to the Group’s strategy.

Maintain the Board as a well-functioning and balanced team led by the Chair

The Board currently comprises two Executive Directors and four Non-Executive Directors (“NEDs”).

The Executive Directors are:

  • Chris Walters (Chief Executive) – joined September 2018; and
  • Steve Hammell (Chief Financial Officer) – joined May 2023.

The NEDs are:

  • Nick Salmon (Chair) – joined April 2022;
  • Tim Cooper (Senior Independent NED) – joined January 2020;
  • Mike Butterworth – joined June 2020; and
  • Richard Staveley (a representative of Harwood Capital LLP) – joined May 2023.

Biographies of all Board members are published on the Group’s website.

The Board structure ensures that no individual or group dominates the decision-making process.  The NEDs, with the exception of Richard Staveley, are considered to be independent of management and from any business relationship which could materially interfere with their independent judgement. Richard Staveley is not considered to be independent given that he is a representative of Harwood Capital LLP, a major shareholder in the Company. The Chair and Senior Independent NED are available to shareholders if they have concerns regarding the functioning of the Board.

The Board operates with three sub-committees that make recommendations to the Board in the following areas:

  • Nominations Committee – responsible for monitoring and reviewing the membership and composition of the Board, including the decision to recommend the appointment, or to re-appoint a director.
  • Audit & Risk Committee – responsible for regulating the relationship with the Group’s auditors, for assessing risks impacting the Group and for monitoring systems of internal control.
  • Remuneration Committee – responsible for reviewing the remuneration of Board members and senior management.

The Company’s Articles of Association require that at each Annual General Meeting, any director then in office who has held office for three years or more will retire, but may, if eligible, offer themselves for re-election.  However, in line with best practice, all directors will retire and stand for re-election at each Annual General Meeting.

The Board meets regularly with no fewer than seven meetings held in each financial year. The Chair ensures that all directors are properly briefed on issues arising at Board meetings.  The Group uses collaboration software for its Board reports which facilitates the secure and timely distribution of information to the Board. The Board held 12 meetings during the financial year ended 30 September 2023 and attendance was 100% for all meetings.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that it comprises an effective balance of knowledge, skills, experience and independence. The Board represents relevant industry experience from engineering, operational management, finance and investment. Every member of the Board is there for the benefit of Pressure Technologies plc and each recognises their responsibility to the Company’s stakeholders.

The Board regularly reviews its composition to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group. The approach to maintaining relevance and diversity on the Board as well as assigning internal advisory responsibilities, such as those of the Company Secretary and Senior Independent Director, are continuously reviewed by the Nominations Committee.

The skills that each member brings to the Board are clearly set out on the Group’s website. The Chief Executive, in conjunction with the executive team, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and various external advisors on a number of corporate governance matters.

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

A Board evaluation was not performed during FY23 due to changes in the Board composition in the year.

The intention is to undertake a Board evaluation in FY24 once the new CFO and the new Non-Executive Director have settled into their respective roles and become familiar with the governance arrangements and sub-Committees of the Board.

Promote a corporate culture that is based on ethical values and behaviours

Pressure Technologies plc is proud of its reputation for being honest and fair in the way it does business. This reputation has been established over many years through leadership and continuous reinforcement of ethical principles by managers and all employees. The principles that apply to how the Group works with its customers, employees, shareholders and the local communities in which it operates, are set out on the Group’s website.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The roles of each of the Board Committees are set out in their Terms of Reference, which can be found on the website along with Matters Reserved for the Board. The roles of individual Directors are not formally described, but this will be reviewed and disclosed if relevant. The responsibility for ensuring that governance structures are continually reviewed and relevant to the business and its stakeholders falls to the ARC.

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

In addition to a Directors’ Report, reports from the Remuneration Committee and the Audit and Risk Committee are included in the latest financial statements.

The Chief Executive and Chief Financial Officer meet periodically with the Group’s larger institutional investors and feedback is always obtained. Pressure Technologies has a reputation amongst its investors for its fair and frank disclosure on the Group’s performance. All investor presentations are available on the Group’s website.

The voting statistics from AGMs are disclosed in a Regulatory News release on the day of the AGM. If relevant, details of any actions to be taken as a result of resolutions for which votes against had been received from at least 20% of independent shareholders, would also be disclosed.

The Group’s website is regularly updated and historic documents dating back to the Company’s listing in 2007 are available.

The Annual Report is reviewed against FTSE 350 guidelines and we endeavour to adopt best practice, where relevant and practical. From time to time the executives attend private investor events and welcome investors to the manufacturing facilities.

Board Committees

Audit and Risk Committee

The Committee meets not less than four times a year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Company and for reviewing financial statements prior to publication. The Audit and Risk Committee has unrestricted access to the Group’s auditors and will ensure that auditor independence has not been compromised.

Risk is reviewed and updated as to whether it has increased, deceased, remained the same or is no longer a risk. New risks are also addressed at these meetings.

Audit and Risk Committee Terms of Reference

Nomination Committee

The Nomination Committee meets at least once a year and at such other times as the Chairman of the Committee shall require. It has the responsibility for leading the process for Board appointments and making recommendations to the Board accordingly via a formal, transparent and rigorous appointment procedure. The committee is also responsible for succession planning.

Nomination Committee Terms of Reference

Remuneration Committee

The Remuneration Committee meets at least four times a year and reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. It also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.

Remuneration committee Terms of Reference

Matters Reserved for the Board

Board Purpose Statement