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

  • 30,070,378 Ordinary Shares of €0.25
  • 25.1% 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.

COMPANY ANNOUNCEMENTS

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 17th May 2018

ShareholderBeneficial shareholding% holding
Miton Group plc 4,765,237 15.85
Ted O'Neill 3,000,000 9.98
Kieran Mahon 1,985,286 6.60
John Teeling 1,364,465 4.54
BNY GCM 1,400,000 4.66
T.B Mantor A/S 1,243,027 4.13
Tom Cunningham 1,049,497 3.49
Sean Savage 1,000,333 3.33

Board Committees

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
Bankers
HSBC Bank plc
Bank of Ireland plc
Auditor
Grant Thornton Chartered Accountants 24-26 City Quay Dublin 2
Registrars
Neville Registrars Neville House 18 Laurel Lane West Midlands B63 3DA
Solicitors
Mason Hayes & Curran South Bank House Barrow St Dublin 4

The Directors are committed to the UK Corporate Governance Code (2012).

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.

Attendance

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 2017 are as follows:

Table of attendance

  Board Remuneration Audit
Meetings held 5 1 1
Meetings Attended      
Ted O'Neill 5 n/a n/a
Kieran Mahon 5 n/a n/a
Aidan Hughes 5 n/a n/a
Torgeir Mantor 4 1 1
Willie McCarter 5 1 1
Sean Savage 5 n/a n/a

One nomination meeting was held during the year.

Directors’ Remuneration

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
Ted O'Neill 3,000,000 2,920,000
Kieran Mahon 1,985,286 1,985,286
Aidan Hughes 317,500 207,500
Torgeir Mantor* 12,600 12,600
Willie McCarter - -
Sean Savage 1,000,333 1,000,333

* 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.

Internal control

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.

Corporate Governance

The Quoted Company Alliance (QCA) Code

The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Governance Code (the QCA Code). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code, applicable to AIM companies. The underlying principle of the QCA code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner, for the benefit of all shareholders, over the longer term”. To see how the company addresses the key governance principles defined in the QCA Code, please refer to the table below. Further compliance with the QCA code will be provided in the Annual Report for 2018.

Ted O’ Neill, Executive Chairman

The Principles of the Quoted Company Alliance (QCA) Code

Deliver Growth

QCA Code Principle Application (as set out by QCA) What we do and why
1.Establish a strategy and a business mode, which promotes long term value for shareholders

The Board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long term future.

Norish’s strategy is to grow each of its three business units by adopting specific strategies for each unit individually.

We prefer to pursue organic growth and maintain a strong balance sheet, as measured by debt to ebitda and interest cover multiples.

We focus on improving returns on capital and generating cash, which ultimately drives a virtuous cycle of earnings per share growth.

2.Seek to understand and meet shareholders needs and expectations Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Management responds promptly to shareholder requests for meetings. The Chairman liaises with the group’s major shareholders and ensures their views are fully communicated to the Board.

The AGM provides a forum to meet private shareholders. The Directors make themselves available to listen to the views of shareholders informally, following the AGM.

3.Take into account wider stakeholder and social responsibilities and their implications for long term success Long term success relies upon good relations with a range of different stakeholder groups, both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the
communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be put in place to solicit, consider and act on feedback from all stakeholder groups.

The Board of Norish plc visits its operating sites where relevant local management present on all aspects of the business; customers, employees, suppliers, regulators and others.

The Board is acutely aware of the impact any business can have on the environment and actively looks to reduce such impacts.

For more information, please see our Environmental Policies section on page 17 of our Annual Report and Accounts 2017.

4.Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business; including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

Management considers risk to the business including operational and financial risk on an ongoing basis.

The Board considers risk to the business at every Board meeting. The Company formally reviews and documents the principal risks to the business, at least annually.

Risk management on page 13 of our Report and Accounts for the year ended December 31st 2017 details risks to the business and how these are mitigated. Financial risk factors are covered on pages 46-48 of the Annual Report and Accounts for 2017.

Maintain a Dynamic Management Framework

QCA Code Principle Application (as set out by QCA) What we do and why
5.Maintain the Board as a well-functioning, balanced team, led by the Chair The Board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board.

The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring decision or insight.

The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgment.

The Board should be supported by committees (eg audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

The company is controlled by its Board of Directors. Ted O’Neill, Executive Chairman, is responsible for the running of the Board

All Directors receive regular and timely information about the Group’s financial and operational performance. Relevant information is circulated to the Directors in advance of Board meetings.

The Board comprises three Executive Directors, three non- Executive Directors, together with the Company Secretary.

The Board considers that all non- Executive Directors bring an independent judgment to meetings, notwithstanding varying durations of service.

6.Ensure that between all, the Directors have the necessary up to date experience, skills and capabilities The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.

The Board should not be dominated by one person or group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change and the Board composition will need to evolve to reflect this change.

The Company Secretary supports the Executive Chairman, in addressing the ongoing training needs of Directors.
7.Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the Board should become indispensable.

All continuing Directors stand for re-election on an annual basis.

A number of the Board members and company secretary have undergone personal development training in recent years. This is on going.

8.Promote a corporate culture that is based on ethical values and behaviours The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statement issued by the company.

The Group continues to implement improved working practices with a view to minimising harmful environmental impacts. It is committed to maintaining its efforts in the area of energy conservation by way of improving the insulation within the cold store sites and replacing refrigeration doors with modern highly efficient refrigeration doors. It is has also replaced one of its larger sites, West Midlands in 2012, with a new highly efficient ammonia refrigeration system which will significantly reduce the power consumption at the site.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board of Directors comprises an Executive Chairman, Group 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. Torgeir Mantor has also served on the Board for more than 9 years, 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 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.

Build Trust

QCA Code Principle Application (as set out by QCA) What we do and why
10.Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

 

Norish plc encourages two way communication with both its private and institutional shareholders and responds promptly for meeting requests.

Management try and proactively meet shareholders after both interim and full year results publication or at any period in between, which is not in close period.

The Chairman speaks with our major shareholders and ensures their views are communicated fully to the Board.

 

 

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