The following information on the corporate governance arrangements of Active Energy Group Plc (AIM: AEG.L) is provided pursuant to AIM Rule 26. Whilst the Board recognises the importance of good governance, a corporate governance code such as the Combined Code or the Corporate Governance Code published by the Quoted Companies Alliance (‘QCA’) has not been adopted by the Company.
NB: For brevity, Active Energy Group Plc is referred to as ‘AEG’ or ‘the Group’ throughout the following material.
The primary role of AEG’s Board of Directors is to agree the Group’s long-term strategy and direction; to monitor achievement of its business objectives; to ensure its adherence to relevant social, environmental, ethical, employment and health & safety legislation; and to protect the interests of its shareholders and other stakeholders.
The Board meets several times per annum, either by teleconference or in person. In-between times, it holds such number of additional meetings as is necessary to transact the Group’s business.
Given the size of the Group, it is not appropriate at this time to have designated committee membership. Accordingly, the full Board acts as all of the Audit, Remuneration and Nomination committees.
The Board receives regular management information, whilst also maintaining on-going contact with suppliers and customers. Although all Board members are involved in committee meetings and official Board meetings, the executive directors have an active role in the day-to-day running of the Group’s business.
Summary of Strategy
AEG’s strategy is to combine innovation and commercial acumen to create a global leader in the Biomass renewable energy, timber processing and forestry development industries. We aim to achieve that by acquiring exploitation and trading rights in economically viable circumstances and jurisdictions, while being committed to renewability and sustainability of our assets and resources.
Description of Roles
The Group’s Board of Directors is comprised of the Non-Executive Chairman (to be announced), the Chief Executive Officer (based in Ukraine), the Chief Operations Officer (based in Italy), the Finance Director (based in the UK), and a Non-Executive Director (based in Canada).
The Board considers that this structure is consistent with the nature and scope of the Group’s existing business; but is aware of the need to refresh its membership from time to time, and will consider appointing both Executive Directors and independent Non-Executive Directors in the future.
The Group’s business is directed by the Board, with executive management carried out through the Chief Executive Officer and Chief Operations Officer. Day-to-day activities are managed through our offices in Ukraine, the United Kingdom and Canada. Richard Spinks, Executive Director and Chief Executive Officer, has overall responsibility for the Group’s trading activities, and Matteo Girlanda, Executive Director and Chief Operations Officer, is responsible for all wood chip operations. They are supported by a management team with specific responsibility for individual business units, financial, administrative and marketing functions, or the territories in which the Group is active.
AEG’s corporate structure reflects the pattern of acquisition by the Group and the need, where appropriate, for operational, fiscal and other reasons, to have incorporated entities in particular territories. In addition to the UK PLC holding company, AEG has operating subsidiaries in the UK, Cyprus, Switzerland, Italy and Ukraine; and is a joint venture partner in a limited liability corporation (KAQUO LLC) in Canada.
The Board takes regular account of the significance of social, environmental and ethical matters affecting the Group wherever it operates. Whilst it has not yet adopted a specific set of policies on corporate social responsibility, it seeks to protect the interests of all its stakeholders through individual policies and through ethical and transparent actions, and by following, where appropriate, the guidelines in the Corporate Governance Code published by the QCA. The Board is always prepared, where practicable, to review and update its policies and actions when the size of the Group or its needs dictate that such revisions or updates are either necessary or advisable.
The Board recognises that its activities have the potential to impact on the environment. Accordingly, the Group seeks to only work alongside partners and contractors who are committed to working within state, national and local environmental regulations and to follow the highest principles of environmental responsibility, sustainability and renewability. Moreover, those principles are enshrined within our Canadian joint venture agreement and documentation, which stipulate that adherence to international environmental and forestry stewardship standards are strict conditions within our contractual arrangements, and that failure to adhere to them or to remedy any shortcomings will result in termination of third party leases and forfeiture of any rights attaching to them.
The Group recognises that the goodwill of its contractors, consultants and suppliers is important to its business success and seeks to build and maintain this goodwill through fair dealings. The Board has implemented a prompt payment policy and seeks to settle all agreed liabilities within the terms of trade agreed with suppliers.
Role of External and Internal Advisors
The Board is in regular contact with the Group’s lawyers, auditors and Nomad, as well as internal contractors, and relies upon them to advise on various matters in which they possess expertise.
Published Material for Shareholders
The Group’s Annual and Half-Yearly Reports for at least the past three years, as well other governance-related materials, are included in the Company Reports section of this website.
The Board recognises the need to maintain communication with our shareholders, and all announcements to the market are automatically uploaded to the Regulatory News section of this website to ensure that shareholders receive price-sensitive information as soon as the market does. We also issue regular press releases and other communications, which are included in the News section, accessed via the menu above.
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