Hawkwing complies with the Corporate Governance code of the QCA for small and mid-size quoted companies dated June 2018, which will be complaint with all the necessary UK standards for an AIM listed plc of its size. The code is set out below.
Date last reviewed: 4 September 2019
The Company intends to pursue a reverse takeover transaction, subject to shareholder approval, with the aim of delivering shareholder value. The board intends to seek a business with the prospects of being profitable and cash generative and it has started the process of identifying such a business.
Feedback from investors is obtained through direct interaction between the Company’s board. The voting record at the Company’s general meetings is monitored for any investor feedback/issues.
There is regular dialogue through the medium of the Company’s corporate brokers and the Company seeks to stay abreast of shareholder expectations and reactions through its brokers, registrars, investor roadshows and meetings with key investors.
The Company currently does not have any customers or employees but recognizes that the long-term success of the business relies on its customers and employees.
The Company has established systems of internal control and risk management procedures, in order to identify, manage and mitigate risks.
In common with other organisations, the Company faces risks that may affect its performance. Identification, management and mitigation of such risks and uncertainties across the Company is an essential part of the ability to deliver its strategy.
The Board has identified those risks which are deemed principal to its business due to their potential severity and link to the Company’s strategy, markets and operations. As the Company is currently a shell the key risk is managing cashflow.
The Board currently comprises three Non-Executive Directors on the board being Keith Sadler, Ken Wotton and Ian Robinson. Keith Sadler is the only independent Non-Executive Director and as such the Board does not comply with the QCA Code in this regard as it does not have two independent Non-Executive Directors. However, the Board believes the current structure is appropriate for the time being given its status as a shell.
The Board delegates specific responsibilities to the Board committees. The composition of the committees and how they discharge their responsibilities can be found in Appendix I. Part of the Board’s role is to ensure that the composition of the Board is continual kept under review as the Company evolves.
The experience and skills of each of the Board members is set out in section 2.6. The Board has significant and an appropriate level of experience, skill and capabilities given the nature and size of Hawkwing plc but the Board does intend to appoint further independent Non-executive Directors in the future. A further update will be provided in this regard when appropriate.
The board reviews the succession plans of both the Board and senior management on a regular basis. The board identifies and nominate candidates to fill vacancies as and when they arise. The board also evaluate the balance of skills, knowledge, experience and diversity on an ongoing basis.
The Board recognises its responsibility for establishing high ethical standards of behaviour and corporate governance and the Group has policies in place, including, but not limited to: health and safety; anti-bribery; environmental protection; equal opportunities; equality and diversity; training and development; whistleblowing and modern slavery, to support our approach of conducting business in an open and transparent manner that is in line with the core values.
The role of each member of the board is clearly defined.
The board has two committees: Audit and Remuneration, each with its own terms of reference that are kept under regular review. The full board receives summaries of the matters considered at each meeting and the terms of reference for the Committees require that, for significant issues such as the approval of the Annual Report and Accounts, the role of the relevant Committee is to make a recommendation to the board for a decision.
The composition of the Remuneration Committee is comprised solely of Non-Executive Directors. The Remuneration Committee, on behalf of the Board, as an when necessary to review and approve as appropriate the contract terms, remuneration and other benefits of the Executive Directors and senior management and major remuneration plans for the Company as a whole.
The Remuneration Committee approves setting of objectives of the Executive Directors and authorises their annual bonus payments for achievement of objectives.
The Remuneration Committee approves remuneration packages sufficient to attract and motivate Executive Directors required to run the Company successfully but does not pay more than is necessary for this service.
The Audit Committee comprises solely of Non-Executive Directors. By invitation, the meeting of the Audit Committee may be attended by other Directors and the external auditor. The Committee meets not less than twice annually.
The Audit Committee oversees the monitoring of the adequacy and effectiveness of the Company’s internal controls, accounting policies and financial reporting and provides a forum for reporting by the Company’s external auditor. Its duties include keeping under review the scope and results of the audit and its effectiveness, consideration of management’s responses to any major audit recommendations and the independence and objectivity of the external auditors. This will include taking into consideration relevant UK professional and regulatory requirements and to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance.
The Company complies with the Market Abuse Regulations ("MAR"), which came into force on 3 July 2016 and which provides a legal prohibition on trading by “persons discharging managerial responsibilities” during close periods. Accordingly, the Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees, and other relevant persons, with the provisions of MAR and of the AIM Rules relating to dealing in securities.
The Board recognises the importance of effective communication with its shareholders. A range of corporate information is available on the Company’s website, and this statement and the information within the Company’s Annual Report and Accounts provide details to stakeholders on how the Company is governed.
Company performance is communicated to its shareholders and the market in its results announcements, with further trading updates made where required and appropriate.