AIM Rule 26 Information
Description of Business
Norish plc is a leading provider of temperature controlled warehousing and related services to the food manufacturing, distribution, retail and food service sectors. Norish was founded in 1975 and became a public company in 1986. Its shares are listed on the Alternative Investment Market of the London Stock Exchange.
Norish mainly operates strategically located temperature controlled storage centres, each of which provides storage, freezing, picking, order assembly services to food companies engaged in processing, wholesaling and retailing.
Norish is also involved in both commodity trading (Meat, Dairy and Fish) and a dairy farming operation in Kilkenny, Ireland.
AIM Securities & Large Shareholders
- 29,960,378 Ordinary Shares of €0.25
- 24.5% of the shares are not held in public hands
- Norish plc is subject to the Irish Takeover Panel Act 1997, the Irish Takever Rules 2013 and Irish Substantial Acquisition Rules 2007
- Norish plc is registered in Ireland and is regulated by Irish company law rather than UK company law. Accordingly the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Restrictions in transfer of AIM securities
There are no restrictions on the transfer of Norish plc’s AIM securities.
Other exchanges and trading platforms
Norish plc has not applied or agreed to have any of it securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms
Largest Shareholders holding as 27th March 2018
|Shareholder||Beneficial shareholding||% holding|
|Miton Group plc||4,765,237||15.91|
|T.B Mantor A/S||1,243,027||4.15|
- Audit Committee
- Torgeir Mantor
- Willie McCarter
- Remuneration Committee
- Torgeir Mantor
- Willie McCarter
- Nomination Committee
- Consists of all Directors
NOMAD & KEY ADVISORS
- Nomad and Brokers
- Davy Davy House 49 Dawson Street Dublin 2
- HSBC Bank plc
- Bank of Ireland plc
- Grant Thornton Chartered Accountants 24-26 City Quay Dublin 2
- Neville Registrars Neville House 18 Laurel Lane West Midlands B63 3DA
- Mason Hayes & Curran South Bank House Barrow St Dublin 4
The Directors are committed to the UK Corporate Governance Code (2012).
Principles of good corporate governance
The Directors are accountable to the shareholders for good corporate governance and the following voluntary statement describes how the relevant principles of good governance set out in the 2012 UK Corporate Governance Code in Norish plc.
Board of Directors
The Board of Directors comprises an Executive Chairman, Managing Director and Finance Director and three Non-Executive Directors. On appointment all non-executive directors receive comprehensive briefing documents on the Group and its operations, and further appropriate briefings are provided to non-executive directors on an ongoing basis. Willie McCarter is the Senior Independent Non-Executive Director.
It is the practice of the Group that the Board comprises at least two non-executive Directors.
Due to the small size of the board, all Directors are members of the Nomination Committee.
The Board takes the major strategic decisions and retains full effective control while allowing operating management sufficient flexibility to run the business efficiently and effectively within a centralised reporting framework.
Torgeir Mantor or Sean Savage would not be considered to be independent due to their interests in the Company’s shares. However, it is the opinion of the Board that the Non-Executive Directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.
The Board delegates to committees, which have specific terms of reference and which are reviewed periodically, the responsibility in relation to audit and senior executive remuneration issues. Minutes of these committees are supplied to all Directors for information and to provide the Board with an opportunity to have its views taken into account.
The Board has a regular schedule of meetings together with further meetings when required. In addition, there is a formal schedule of matters reserved specifically to the Board for its decision, including the approval of the annual financial statements, budgets, significant contracts, significant capital expenditure and senior management appointments.
The Non-Executive Directors meet with the Executive Chairman separately during the year to discuss the business and strategy.
The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Group’s professional advisors are available for consultation by the Board as required. Individual Directors may take independent professional advice, if necessary, at the Group’s expense.
The Executive Chairman holds regular business review meetings with Senior Management.
The Board meets regularly and details of attendances by individual Directors at meetings of the Board and its Committees during the year ended 31 December 2014 are as follows:
Table of attendance
One nomination meeting was held during the year.
The remuneration of Directors and senior management is determined by the Remuneration Committee consisting of 2 of the non-executive Directors. The Remuneration Committee is chaired by Mr Willie McCarter. This committee also recommends the granting of share options to Executive Directors and senior management. In considering and agreeing salaries and benefits as well as performance related incentives the Committee aims to ensure that remuneration packages are competitive and that individuals are fairly rewarded relative to their responsibilities, experience and value to the Group. The committee takes advice where appropriate from external professional advisors in assessing salary levels and determining its remuneration policy and practice.
Norish plc’s remuneration policies and procedures meet with the Best Practice Provisions of the Irish Stock Exchange’s requirements on Directors’ remuneration. In particular the Company has applied all of the relevant principles set out in UK Corporate Governance Code (2012). In designing schemes of performance-related remuneration, the Remuneration Committee has given full consideration to the provisions in UK Corporate Governance Code (2012).
Details of the interests of Directors and Secretary in shares:
|31 December 2017 Ordinary Shares||31 December 2016 Ordinary Shares|
* Torgeir Mantor is a director of T. B. Mantor AS, which also holds 1,243,027 (2016: 1,243,027) shares and is owned by the Mantor family.Torgeir Mantor is also a director and shareholder of Vestergyllen AS, which holds 24,152 shares (2016: 24,152).
Relations with Shareholders
Recognising the importance of communications with shareholders the Board seeks to provide through its Annual Report a clear and balanced assessment of Group performance and prospects. The Group’s Internet website, www.norish.com, provides investors with the full text of the Annual and Interim Reports. The Chairman and Directors maintain an ongoing dialogue with the Company’s institutional shareholders on strategic issues. All shareholders are encouraged to attend the Annual General Meeting.
The Board is ultimately responsible for the Group’s system of internal control and for reviewing its effectiveness. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board confirms that an ongoing process for identifying, evaluating and managing the significant risks faced by the Group has been put in place for the year under review and up to the date of approval of the annual report and accounts, and that this process is regularly reviewed by the board and accords with the 2012 UK Corporate Governance Code.
The Board has reviewed the effectiveness of the system of internal control. In particular it has reviewed the process for identifying and evaluating the significant risks affecting the business and the policies and procedures by which these risks are managed.
The Group’s overall internal control system includes:
- an organisation structure with clearly defined lines of authority and accountability;
- appropriate terms of reference for Board committees with clearly stated responsibilities;
- a budgeting and monthly financial reporting system for all Group business units, which enables close monitoring of performance against plan and facilitates remedial action where necessary; and
- comprehensive policies and procedures in relation to financial controls, capital expenditure, operational risk and treasury and credit risk management.
The Group’s system of internal financial controls is established to provide reasonable assurance of :
- the maintenance of proper accounting records and the reliability of financial information;
- the safeguarding of assets against unauthorised use or disposal; and
- the prevention or early detection of material errors or irregularities.
The Group’s internal controls, including financial controls, are reviewed systematically by the Audit Committee. In these reviews the emphasis is placed on areas of significant risk. The Finance Director is responsible for carrying out detailed risk assessments in all business units and for reporting to divisional and ultimately senior management on the effectiveness of the internal control system.
Annual report and accounts
The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.
Audit Committee and Auditors
The Audit Committee is chaired by Willie McCarter. The other member is Torgeir Mantor. Its written terms of reference deal clearly with its authority and duties. The committee meets to review the group’s annual financial statements before their submission to the Board, to review the appropriateness and effectiveness of the Group’s internal controls, accounting policies and procedures and financial reporting, to assess the effectiveness of the external audit and the Group Internal Audit function and to report back to the Board how it has discharged its responsibilities.
The Group’s policy regarding external auditor independence and the provision of non-audit services by the external auditors is that, where appropriate, non-audit related work is put out to competitive tender.
The Directors and senior management, the Group’s external auditors and internal audit, as appropriate, attend meetings of the committee.
Norish has complied during the year to 31 December 2014 with all provisions of the Principles of Good Governance and Code of Best Practice as contained in the 2012 UK Corporate Governance Code except for the following matters:
- The Board’s Nomination Committee consists of all members of the Board. This decision was taken because of the small size of the board.
- Due to the small size of the Board, performance evaluation of the Board, its Committees and Directors has not been conducted.
Most of the directors have a direct interest in the share capital of Norish plc . Willie McCarter is the only director who does not have any beneficial interest in the share capital.