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Corporate Governance

CORPORATE GOVERNANCE

The Board

Angus Murray

DIRECTOR & CEO

The founder and managing principal of Castlestone Management LLC, a United States registered Investment Advisor who have been managing assets since 1997. Previously appointed to be President of Macquarie Holdings (USA) Inc.

Peter Curtin

CHAIRMAN

Over 40 years’ experience of the securities industry both in broking and investment management. Previously with Merrill Lynch Investment Managers, he was responsible for managing over US$2 billion of assets. Extensive experience in international equity markets in particular those of the Asia Pacific region.

Katy Leo

DIRECTOR & COO

Experienced in finance, and tasked with overseeing the day-to-day administrative and operational functions. Katy has been CEO of Client Services (Global) Ltd a company that provides administrative, marketing and project management support for over 10 years.

Charles Nelson

INDEPENDENT NON-EXECUTIVE DIRECTOR

30 years’ Financial Services experience mostly in investment banking with broad experience in equity sales and management, Board representation, equity syndication and responsibility for corporate access and origination.

Andrew Jones

INDEPENDENT NON-EXECUTIVE DIRECTOR

Previously worked for a number of Australian and International Investment Banks, initially as a market maker in equities, progressing through to running the sales desk, before moving into a Brand Marketing career.

Corporate Governance

The Company is of the opinion that the QCA Code, the corporate governance code published by the Quoted Companies Alliance, provides a solid framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all of its stakeholders. The Company has therefore decided to voluntarily adopt the QCA Code, and complies with the ten principles of the QCA Code, with effect from the Listing as detailed in the attached document here.

Articles of association

Articles of association of the London Tunnels PLC
The London Tunnels team is a group of investment specialists with a proven track record across a wide investment portfolio, including delivering sustainable conservation projects.

QCA code & applications

Principle 1: Establish a purpose, strategy and business model which promote long-term value for Shareholders

The Board believes that the Company’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Company. The Board will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following the Listing, including implementing a risk management framework.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Board and is considered and discussed at Board meetings and the Board is aware that the tone and culture its sets impacts all aspects of the Company and the way that employees behave. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings.
The Board takes responsibility for the promotion of ethical values and behaviours throughout the Company, and for ensuring that such values and behaviours guide the objectives and strategy of the Company. The Company also has an established code for directors’ and employees’ dealings in securities, and is in accordance with UK MAR.
The Directors believe that a long-term sustainable business model is essential for discharging the Board’s responsibility to promote the success of the Company, its employees, shareholders and other stakeholders of the business. In considering the Company’s strategic plans for the future, the Directors will proactively consider the potential impact of its decisions on all stakeholders within its business, in additional to considering the broader environmental and social impact as well as the positive impact it can have within the local community in which the Company operates.
The Company fully endorses the aims of the Modern Slavery Act 2015, and takes a zero-tolerance approach to slavery and human trafficking within the Company and supply chain.

Principle 3: Seek to understand and meet Shareholder needs and expectations

The Board is committed to and actively encourages effective relationships and communication with the Company’s Shareholders. All shareholders are actively encouraged to participate in the Company’s annual general meetings. The Company will prepare an annual report and notice of the annual general meeting, which will be available for download from the Company’s website.
The Company will seek to maintain an active dialogue with Shareholders, who will be kept up to date with the Company’s developments by way of announcements made through a Regulatory Information Service on matters of a significant substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected deviations to market expectations will be announced through a Regulatory Information Service. The Company’s annual general meeting will be an opportunity for Shareholders to meet with the Chair and other members of the Board.
The meeting will be open to all Shareholders, giving them the opportunity to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the annual general meeting will be announced through a Regulatory Information Service. The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the Company intends to engage, as appropriate with Shareholders who do not vote in favour of resolutions at annual general meetings.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Company takes its stakeholder interests, including its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including Shareholders and customers part of its business strategy. The Board will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-to-day running of the business.
The Company has established the Sustainability and ESG Committee.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board will take appropriate steps to identify risks and undertake internal controls, assurance activities and a mitigation strategy to manage these risks following the Listing. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the annual report and accounts going forward. The Board has overall responsibility for the determination of the Company’s risk management objective and policies and has also established the Audit and Risk Committee.

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

The Board comprises two Executive Directors and three Non-Executive Directors, two of those Non-Executive Directors being Independent Non-Executive Director. The biographies of the Directors are available on this website. The Board considers that it combines a blend of sector and market expertise, with an effective executive management team and appropriate oversight by independent Non-Executive Directors. The Company is satisfied that the current Board is sufficiently resourced to effectively discharge its governance obligations on behalf of all its shareholders and other stakeholders in the Company.
The Board meets regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit and Risk Committee, the Nomination and Remuneration Committee, the Disclosure Committee and the Sustainability and ESG Committee. The Nomination and Remuneration Committee has responsibility for reviewing the structure, size and composition of the Board, giving consideration to succession planning and reviewing the leadership needs of the organisation. As recommended by the QCA Code guidance, the Independent Non-Executive Directors will not participate in performance-related remuneration schemes.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Directors believe that the Board has a balance of sector, financial and public market skills and experience appropriate for the size and stage of current development of the Company and that the Board has the skills and requisite experience necessary to execute the Company’s strategy and business plan whilst also enabling each director to discharge his or her fiduciary duties effectively. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to develop the Company. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically.
While the Board has not yet adopted any formal policy on gender balance, ethnicity or age group, it is committed to fair and equal opportunity and fostering diversity subject to ensuring appointees are appropriately qualified and experienced for their roles.
The Company retains the services of independent advisers including financial, legal, and investor relations advisers that are available to the Board and who provide support and guidance to the Board and complement the Company’s internal expertise. The Board has also received a briefing from the Company’s lawyers in respect of continued compliance with, inter alia, the EU Market Abuse Regulation and the UK Market Abuse Regulation.
The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Board is supported by the Audit and Risk Committee, Nomination and Remuneration Committee, Disclosure Committee and Sustainability and ESG Committee, further details of which are set out above. There are certain material matters which are reserved for consideration by the full Board. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors will consider the effectiveness of the Board, Audit and Risk Committee, Nomination and Remuneration Committee, Disclosure Committee, Sustainability and ESG Committee and individual performance of each Director. The outcomes of performance will be described in the annual report and accounts of the Company. The Board considers that the corporate governance policies it has in place for Board performance reviews are commensurate with the size and development stage of the Company.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

The Board is supported by the Nomination and Remuneration Committee, further details of which are set out above. In respect of the remuneration duties, the Nomination and Remuneration Committee assists the Board in determining its responsibilities in relation to directors’ remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Company’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors (being the senior management) (including fees paid to the company secretary of the Company). The Nomination and Remuneration Committee will give due regard to the provisions and recommendations in the QCA Code when determining the remuneration policy.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Board is of the view that the annual report and accounts as well as its half year report are key communication channels through which progress in meeting the Company’s objectives and updating its strategic targets can be given to Shareholders. Additionally, the Board will use the Company’s annual general meetings as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Company and its progress.
The website will be updated on a regular basis with information regarding the Company’s activities and performance, including financial information and the contact details for investor relations can be found here.