Since September 2018 all AIM companies have been required to comply with a recognised corporate governance code. Jarvis Securities Plc has chosen the Quoted Companies Alliance (“QCA”) Corporate Governance Code published in April 2018 for this purpose. High standards of corporate governance are a priority for the board, and details of how Jarvis Securities Plc addresses key governance principles defined in the QCA code are set out below.
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Establish a strategy and business model which promote long-term value for shareholders
Jarvis Securities Plc (“Jarvis”) is the 100% owner of Jarvis Investment Management Limited (“JIM”), an FCA regulated entity that provides an execution only stock broking service to retail clients, and a back-office settlement and custody service for regulated commercial clients. JIM is the only trading entity owned by Jarvis. The strategy of JIM is based around the following key areas: maintaining an exemplary reputation within the industry for the safeguarding of client assets, growing profit through increasing market share through the provision of a cost-effective service, enhancing operational capabilities with ongoing investment in IT infrastructure, and maintaining prudent levels of capital within the business. Jarvis has a clearly defined dividend policy which the board are able to maintain through the execution of JIM’s business strategy.
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Seek to understand and meet shareholder expectations
The board have been and remain committed to a progressive dividend policy of regular quarterly dividend payments. Jarvis maintains its own investor website to avoid any confusion with the share dealing platform of JIM. A dedicated email address is provided on the website for investor queries. The contact phone number of the managing director and finance director are given on RNS announcements issued. Jarvis holds an annual general meeting to which all members are invited and at the end of the AGM time is set aside specifically to allow informal questions from attending members to any board member.
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Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to shareholders, the directors believe the main stakeholder groups are the clients and employees of JIM . Through its regulatory obligations JIM is required to understand the needs of its clients and ensure they are treated fairly and for retail customers in accordance with the consumer duty guidelines. Client feedback is encouraged via the Client Services team where staff are always available to listen and act upon concerns. It is in JIM’s commercial interests to understand the needs of employees and invest in them through development and training. Having skilled employees and maintaining low staff turnover is critical to the operation of a business working in a complex industry. JIM dedicates significant time to understanding and acting on the needs and requirements of each of these groups.
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Embed effective risk management, considering both opportunities and threats, throughout the organisation
Principal risks and uncertainties and how these are mitigated are detailed in the strategic report of the most recent set of Jarvis accounts. JIM promotes a culture of transparency in order that when errors occur they can be systematically reviewed. Risks are monitored and managed by separate committee within JIM, which updates the JIM Board on a minimum quarterly basis. Risks identified by the board are discussed with the Company's auditors. Risks are also documented within the ongoing ICARA assessment, which is formally signed off by the board on an annual basis. Controls are tested by the auditors during the annual review to ensure the robustness of the assessments put in place.
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Maintain the board as a well-functioning, balanced team led by the chair
The board of Jarvis comprises two executive directors and one non-executive director, who is considered to be independent. The non-executive director is Steve Middleton. The board meets quarterly and all current board members attend all board meetings. The board considers its composition appropriate for the size of the company.
The executive directors are full time and the non-executive director is part time. The non-executive director is expected to commit up to one day a month and any additional days as is necessary to fulfil his responsibilities to the Company.
The number of board meetings held in the year is four and there has been 100% attendance by all the directors.
In addition to the board, Jarvis also maintains the following committees:
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Audit Committee
The Audit Committee of Jarvis comprises the Non-Executive Director and the CEO of Jarvis and meets as required. Steve Middleton is chairman of the Audit Committee. The Audit Committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. It also meets the auditors and reviews reports from the auditors relating to the Financial Statements and internal control systems. The Audit Committee meets once a year with the auditors, without the general executive board members present. The audit committee is also responsible for ensuring the independence of the group’s auditors.
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Remuneration Committee
The Remuneration Committee comprises the Non-Executive Director and the Chairman of Jarvis. The committee is responsible for reviewing the remuneration of directors and executives and remuneration policy as a whole within the Group.
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Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The board comprises individuals who have differing backgrounds within the financial services industry. The board considers that the mix of skills is appropriate to deliver the strategy of the Company. Board members have various resources at their disposal such as auditors, consultants and memberships of professional bodies to ensure they remain abreast of developments within the industry.
Directors keep their skills up to date by attending appropriate conferences and, training seminars and the use of online training tools.
The board has had no specific external advisers other than its Nomad, auditors and lawyers during the year.
Biographical details of each Director can be found on the following page: http://www.jarvissecurities.co.uk/Directors.aspx
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Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The objectives of the board are aligned with the strategy and business model designed to promote long term shareholder value stated in the first principal of the code. These objectives are measured through the financial performance of Jarvis. Of specific concern when evaluating the board’s performance are earnings per share, dividend per share, and profit before tax. Board evaluation takes place annually at the end of the financial year. Should a board member resign, they are contractually required to serve a notice period deemed to be adequate to ensure succession planning can occur.
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Promote a corporate culture that is based on ethical values and behaviours
The board are aware that in order to maximise shareholder value, it is essential that the company maintain a reputation as a market leading service provider as well as exercising their tasks with a high degree of skill and diligence. The culture is focussed around carrying out our role for customers in an efficient manner at an acceptable price. Credit is given for identifying and resolving errors and there is an on-going focus on improving processes .
The board implements these principles through the appraisal process and recruitment and reward is partially linked to compliance.
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Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The boards of Jarvis and JIM hold separate quarterly board meetings. The board of JIM maintain responsibility for the strategy, stakeholder relationships, regulation and financial reporting of JIM. The board of Jarvis are responsible for corporate governance, financial reporting and dividend policy. The key board roles covering both entities are as follows:
- Chairman & Managing Director - responsible for the strategy and overall management.
- Finance Director – responsible for financial reporting and analysis (Jarvis only).
- Non Executive Director – responsible for reviewing strategic decisions made by executive directors and ensuring the board act in the interest of independent shareholders at all times.
- Client Services Director – responsible for overseeing the delivery of services to customers, retention and growth (JIM only).
In addition to the board, Jarvis maintains an audit committee and remuneration committee, the roles of which are detailed below principal 5.
At this stage the Company believes its governance structure is appropriate for its size.
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Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
On the Company’s website shareholders can find all historical RNS announcements, interim reports and annual reports. Annual Reports and Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company’s website. The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. As described earlier, the company also maintains an email address for investor queries and the phone number of the managing director and finance director are on RNS announcements.
The results of all future Annual General Meetings will be made available on this website.