How we govern the group
Board
The Board is responsible for the overall governance of the company. Its responsibilities include setting the strategic direction of the company, providing leadership to put the strategy into action and to supervise the management of the business.
Matters Reserved for the Board
Audit Committee
The Audit Committee is chaired by Karen McInerney. Its other members are Stephen Beechey and Vijay Thakrar. The Committee is responsible for monitoring and reviewing the integrity of the financial reporting process, including the appropriateness of any judgements and estimates taken in preparing the financial statements; internal and external audit functions; and internal financial controls.
Audit Committee Terms of Reference
Principal Risks and Uncertainties
Remuneration Committee
The Remuneration Committee is chaired by Stephen Beechey. Its other members are Karen McInerney and Vijay Thakrar. The Committee is responsible for determining the remuneration policy and the application of the policy in relation to the Chair’s and Executive Directors’ remuneration. The remuneration of the Non-executive Directors is determined by the Chair and the Executive Directors.
Remuneration Committee Terms of Reference
Directors' Remuneration Report
Directors' Remuneration Policy
Nomination Committee
The Nomination Committee is chaired by Vijay Thakrar. Its other members are; Karen McInerney and Stephen Beechey. The Committee is responsible for reviewing the size, structure and composition of the Board, including the consideration of skills, knowledge and experience of the Board members. It also manages succession planning and selects potential new Board candidates when appropriate.
Nomination Committee Terms of Reference
Our governance framework
The Board adopted the QCA Corporate Governance Code 2018 (the QCA Code) on 25 June 2019 pursuant to Rule 26 of the AIM rules.
During the financial year, the QCA issued a new 2023 Code, effective for periods commencing on or after 1 April 2024. Our reporting this year is under the 2023 Code as early adopters.
The following section outlines how the Group complies with the QCA Code and how the Board and Committees operate.
Our approach
Our purpose is to provide building products for a sustainable future. We do this by providing high quality, low carbon sustainable products and systems. Our strategy follows from our purpose (see pages 2 to 3, 6 to 9 and 16 to 17 of our Annual Report 2024). The Executive team led by the Chief Executive recommends the strategy to the Board. The Board reviews, challenges and approves the strategic approach of the Group.
Our business model (see pages 14 and 15) is focused on investing in innovation capability, new products, and inorganic growth, supplemented by synergistic acquisitions. We set three-year plans and have targets to measure if we are on track in delivering our strategy. Our strategic focus also reflects and considers views of the Group’s key stakeholders: its shareholders; employees; Pension Scheme Trustees; customers; suppliers; bankers; and our communities.
What we did in FY23/24
The Board held a two-day strategy meeting with senior leaders in the business in February 2024, which focused on innovation capability/processes, organic growth, and new product development. It provided an opportunity to introduce the leaders from the newly acquired ARP to the Executive leadership team and to consider synergies and opportunities with ARP. Time was also devoted to discussing the strategic actions arising and progress against targets in June 2024 as part of our FY25 Budget reviews. Strategy and progress against plans are presented to the Board and the strategic discussions involve the leadership and representatives of those businesses. At all such meetings/strategy sessions, we review how the Group can accelerate organic growth by further developing environmentally sustainable products.
Our approach
All personnel are asked to have high ethical standards, to be honest, trustworthy, to comply with Health & Safety regulations, to deal ethically with customers, suppliers and other stakeholders. The Group has a robust compliance framework with policies that govern its activities in respect of zero tolerance towards modern slavery. The Group has anti-bribery, whistleblowing and data protection, non-facilitation of tax evasion and anti-fraud policies and supplier standards. The Company reviews compliance with these policies. Alumasc has a series of requirements for its suppliers, and these are reviewed by internal procurement professionals. The Chair and CEO set the ‘tone from the top’ and encourage a transparent culture.
What we did in FY23/24
In the year, additional policies were approved to underpin our ethical standards and in our divisions we continued to remind staff of the Employee Code of Conduct as well as making colleagues aware of our SpeakUp Hotline on the noticeboards at all our locations.
Our approach
Communication with shareholders is given a high priority. Paul Hooper, Chief Executive, and Simon Dray, Group Finance Director, communicate with institutional and large private investors, sell-side analysts with press releases, announcements and presentations at the time of annual and interim results. There are also additional meetings held during the year and our Chair, Vijay Thakrar, is also available to engage with investors. Investor and analyst feedback received by Vijay is shared with the Board to enable a clear understanding of our investors’ views. We welcome shareholders who wish to attend our AGM. The meeting will be held this year at our Timloc site in Howden, East Riding of Yorkshire.
We have a dedicated email for contacting any member of the Board at alumasc@camarco.co.uk.
What we did in FY23/24
After the full-year and half-year results, roadshows were held, including meetings or calls with investors and potential investors in the Group. Calls and presentations are made to major investors and to retail investors via InvestorMeetCompany, which is available via our website or YouTube. The Chair, Chief Executive and Group Finance Director had a dialogue in the year with existing and potential investors to understand their perspectives.
Our approach
Stakeholder views are taken seriously, and we have effective working relationships with our staff, shareholders, customers, business partners, suppliers, bankers and Pension Trustees. We have a number of ethical codes in place that govern our relationships with our stakeholders.
We have identified climate change as a material risk and opportunity, as we sell products to help protect our planet and customers to mitigate these risks. In particular, the fact that rainfall will be less frequent but will be heavier, helps us understand the needs of the built environment and those of our customers. We are focused on future changing requirements on the path to net zero and the need for products to be low carbon to meet specifications as the world focuses more on climate change.
What we did in FY23/24
The Board held its AGM in Halstead to meet with staff and shareholders. Staff are invited to meet the Board as part of a rolling programme of scheduled events. Staff surveys are conducted by division, and these are considered by the Executive Directors of those businesses. Additionally, a key network of staff is involved in Alumasc’s Sustainability programme. Our Strategy Days allow the Board and the wider leadership team from our divisions to have valuable dialogue on business opportunities/risks as well as social and community issues in a formal and informal setting. Our Executive Directors engaged either themselves or via their management teams with other stakeholders such as customers, suppliers and community representatives.
Our approach
The Board’s policy on risk management encompasses all significant business risks to the Group, including strategic, commercial, financial, operational, and Health & Safety risks, which could undermine the achievement of business objectives.
The Board maintains overall responsibility for the Group’s approach to risk management; however, it has also delegated some responsibility in respect of financial controls to the Audit Committee. Any new and material risks identified by management are communicated promptly to the Board.
Alumasc has a moderate to low risk appetite and assurance is required for new products, processes and on standard business trading. Internal controls are tested, and the results of internal audit reports are considered by the Audit Committee.
In addition, the Board regularly reviews in depth Alumasc’s financial position. The Board actively challenges the annual budgeting process prior to approval. Executive Directors regularly provide updates on financial performance and non-financial matters such as people, market trends, and Health & Safety issues.
What we did in FY23/24
The Board formally reviewed and considered the Group’s Principal Risks and divisional risk registers. Internal Audit report to the Audit Committee at every meeting to approve the annual audit plan, to discuss the results and findings of recent audits. Assurance is provided that any remediation is also put in place and tested in a timely manner. Alumasc receives assurance on Health & Safety from external audits, in addition to ISO assessments and IT certifications. Reports are received from the Auditors for the Group and management has a dialogue on any observations. ARP Group’s acquisition, synergies, risks and opportunities were also discussed by the Board.
Additionally, following our Task Force on Climate-related Financial Disclosures (TCFD) report, the risk registers have been expanded to include climate-related risk. Time is dedicated to assessing climate-related risk in our divisions. The results are reported upwards to the plc Board and consolidated. The results help us consider our resilience and feeds into the development of new products and actions to reduce our divisions’ impact on the environment.
Our approach
Clear separation of roles between the Chair and the Chief Executive is in place. The Chair takes responsibility for the running of the Board and ensures that all Board members are properly briefed on all key matters. The Chief Executive, with the other Executive Directors, are responsible for implementing the strategy of the Board and for managing day-to-day business activities. The Company Secretary is responsible for ensuring that Board procedures are followed together with all applicable rules and regulations.
Board agendas are approved by the Chair. Directors are provided with regular, timely information on the performance of the divisions within the Group. The Chair facilitates the meetings and ensures there is time for each Director to contribute. Directors contribute their independent judgement and experience to challenge and explore key matters. The Board is provided with a Health & Safety report, finance, business/strategy updates, and people reports and other information on a regular basis. The balance of the Board is considered and reviewed by the Nomination Committee, which also discusses senior management roles.
All Non-executive Directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts of interest. Any change in commitments is notified as soon as possible by the Directors to the Chair and Company Secretary. Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties, including preparation for and attendance at Board, Committees, or shareholder meetings.
The Board has delegated authority to the Audit, Remuneration and Nomination Committees to support the work of the Board in the performance of its duties. The Committee Reports are on pages 68 to 85, and their terms of reference can be found at www.alumasc.co.uk. The Board checks annually and can confirm that it believes that the members of the Committees have the appropriate skills and knowledge to carry out their roles.
This year, in accordance with the new QCA Code, all Directors will retire and seek re-election at the AGM.
What we did in FY23/24
During the year, the Nomination Committee considered the skills and balance on the Board together with a resilience plan that covered immediate, short-term and long-term cover, senior management and succession planning. Resilience is a regular item on the Board and Nomination Committee agenda. The Board appreciates that there are currently three Independent Non-executive Directors (NEDs) and four Executive Directors. It is planned to appoint another Independent NED during 2025 such that half of the Board will be Independent NEDs.
All Directors have access to independent professional advice, if required, at the Company’s expense. This is in addition to the access that every Director has to the Company Secretary.
During the year, the Board had seven scheduled meetings and a number of unscheduled meetings. A summary of attendance is shown in the table below.
Scheduled Board meeting attendance
| Directors | Position | (Attended/eligible to attend) |
| V Thakrar | Chair | 7/7 |
| S Beechey | Non-executive Director | 7/7 |
| P Hooper | Chief Executive | 7/7 |
| K McInerney | Non-executive Director | 7/7 |
| S Dray | Finance Director | 7/7 |
| G Jackson | MD – Building Envelope and Executive Director | 7/7 |
| M Leaf | MD – Housebuilding Products and Executive Director | 7/7 |
Our approach
The Board consists of three Independent NEDs (one of whom is Chair), along with the Chief Executive, Group Finance Director and two Executive Directors (each of whom is the Managing Director of a Division). This combination provides the Board with appropriate understanding of the Company’s business balanced by independent challenge/perspectives from the Non-executive Directors, although it is planned to appoint another NED during 2025 as stated at Principle 6. Certain tasks have been delegated to the Board Committees and the structure can be found on page 60.
What we did in FY23/24
During the year, the Board carried out a review of the Directors’ skills and experience, covering a range of areas considered necessary for the Directors, as a group, to be able to provide appropriate leadership to the Company (see Principle 8), which was used by the Board to identify any skills enhancements that would be needed for the future. This highlighted, as in FY22/23, that while the Board has a good balance of all round business and leadership skills, overall its experience of digital matters is relatively low. Hence during the year, briefings were received from both internal digital/IT experts (on matters such as cyber risk/security) as well as external experts (on matters such as AI). The Board will continue with such activities to help enhance its awareness of such matters and continues to encourage knowledge and best practice to be shared amongst our divisions.
Additionally, the Board also received regulatory updates such as from our NOMAD and Brokers on listed company governance matters.
Our approach
The Board’s approach, given the size of Alumasc, is to conduct Board evaluations internally, on an annual basis. The results are compiled on an anonymised basis by the Company Secretary and considered by the Nomination Committee and the Board, with actions developed to enhance Board effectiveness.
What we did in FY23/24
The actions identified in FY22/23 were followed up and the Board had briefings on staff engagement from our divisions at two meetings, with further actions agreed to share best practice amongst the divisions and to continue developing staff engagement at each division. In addition, the Board has engaged directing with staff during site visits and other meetings. In addition, we agreed in FY22/23 to reviewing how our Group purpose, which is focused on sustainable building products, is applied in the strategy in each division. This was a topic at several Board meetings and there is now an ESG team in each division which focuses on driving the development of environmentally sustainable building products as part of our growth strategy.
Following the evaluation in 2024, the Board plans to focus in the year ahead on Board development (including recruiting an additional Independent NED during 2025 to complement existing skills and plan for future succession) and a more focused review of our risk management across the Group. We plan to hold a Board meeting devoted solely to Risk Management to enable the Board to take a broader view of key risks/mitigating actions and also to ‘deep dive’, on a small number of the most significant risks, to understand how they are being mitigated.
Our approach
Alumasc submitted its Remuneration Policy at the 2023 AGM to the shareholders for approval. The voting on adoption of the new Remuneration Policy is reported on page 85. Our approach is to have an appropriate balance of fixed salary/benefits, annual bonuses for achieving stretching financial & ESG targets and long-term share incentive plans to incentivise growth of profits and shareholder value over the longer term and align with wider shareholder interests and our purpose.
What we did in FY23/24
We have applied our Remuneration Policy to remunerate management with fixed and variable pay, based on both annual and medium-term objectives, including ESG objectives. The full report on the application of our Remuneration Policy is discussed in our Remuneration Report (see pages 74 to 85).
Our approach
After the announcements of our results at year-end or half-year, we hold analysts briefings and have a roadshow to meet current and potential investors.
A dedicated email address is available for use by current and/or potential investors (alumasc@camarco.co.uk). Our AGM is an opportunity for investors to meet the Board, the Company announces the results of the voting, including details of the proxy votes cast or received via an RNS. This information is also available on our investor section of the website (www.alumasc.co.uk).
What we did in FY23/24
We communicated with our shareholders and analysts through: the Annual Report, the half-year and full-year announcements, the AGM and roadshows/meetings with investors/potential investors and at analysts’ briefings, and via InvestorMeetCompany.
The Board also receives information on the views of shareholders from its financial PR advisers, brokers and nominated adviser. Feedback from analysts, other advisers and investors was also reviewed. The Board met with its brokers and its investor relations advisers to consider shareholder feedback and company communications opportunities. In addition, the Chair, Chief Executive and Group Finance Director met with the aforementioned advisers to seek feedback on how the Board could enhance its communications. This feedback is reflected in our recent and planned announcements and a proposal to hold a Capital Markets Event in October 2024.
Updated 1 October 2024