Corporate governanceLast reviewed 31 July 2020 The Directors acknowledge the importance of high standards of corporate governance and have chosen to comply with the principles set out in the QCA Corporate Governance Code (the QCA Code), to the extent that the Board considers appropriate for a business of the Company’s size and nature. A summary of how the Company currently complies with the QCA Code is set out below to be updated at least annually in the manner recommended by the QCA Code. As Chairman, my role is to lead the Board of Directors and to be responsible for ensuring that the Company adheres to and applies the standards of corporate governance. The Board meets regularly to review, formulate and approve the Group’s strategy, performance and corporate actions. The Company has established an Audit Committee, Nomination Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meets regularly as set out below. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises, such as the Agent Recruitment Committee already formed. Chris Bell Chairman Compliance with the QCA Code
Principle 1 - Establish a strategy and business model which promote long-term value for shareholders
Principle 2 - Seek to understand and meet shareholder needs and expectations
Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long term success
Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation
Principle 5 - Maintain the board as a well-functioning, balanced team led by the chair
Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
- The criteria against which board, committee and individual effectiveness is considered.
- How evaluation procedures have evolved from previous years, the result of the evaluation process and action taken or planned as a result.
- How often board evaluations take place.
- Explain how the company approaches succession planning and the processes by which it determines board and other senior management appointments, including any links to the board evaluation process.
Principle 8 - Promote a corporate culture that is based on ethical values and behaviours
Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
- Size and complexity.
- Capacity, appetite and tolerance for risk.
- Describe the roles and responsibilities of the chair, chief executive and any other directors who have specific responsibilities or remits (eg for engagement with shareholders or other stakeholder groups).
- Describe the roles of any committees (eg audit, remuneration and nomination committees) setting out the terms of reference and matters reserved by the board for its consideration.
- Describe which matters are reserved for the board.
- Describe any plans for evolution of the governance framework in line with the company’s plans for growth.
Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
- The communication of shareholders' views to the board.
- The shareholders' understanding of the unique circumstances and constraints faced by the company.
- Disclose the outcome of all votes in a clear and transparent manner.
- Where a significant proportion of votes (eg 20% of independent votes) have been cast against a resolution at any general meeting, the company should include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result and, where appropriate, any different action it has taken, or will take, as a result of the vote.
- Include historical annual reports and other governance related material, including notices of all general meetings over the last five years.
BoardThe Board comprises the following five Directors.
Executive management team
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Description of the businessSee Our business
Names of Directors and biographical detailsSee Directors
Responsibilities of the members of the BoardSee Corporate governance
Country of incorporation and operationOnTheMarket plc is incorporated in England and Wales with the registration number 09038082. The main country of operation is United Kingdom. Registered Office: 48 Chancery Lane London WC2A 1JF Company registered in England & Wales, No. 09038082
Current constitutional documentsDownload Articles of Association
Details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or tradedThe Company has not applied or agreed to have any of its securities (including its ordinary shares) admitted or traded on any other exchanges or trading platforms.
- Number of AIM securities in issue
- Significant shareholders
- Shares not in public hands
- Restriction in transfer of AIM Securities
- Shareholder Rights