Company Number: 12723377

Place of Incorporation: England and Wales

Registered Office:

S-Ventures PLC
121 Sloane street
London
SW1X 9BW

Email address: info@s-venturesplc.com

Company Legislation: Companies Act 2006

Main Countries of Operation:  United Kingdom and EU

Companies House:

https://find-and-update.company-information.service.gov.uk/search?q=S-Ventures+PLC

AQSE ticker:  SVEN

LEI: 213800QIR9TOFVDFEQ57

ISIN: GB00BN29LY68

Governance Code

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.

The QCA Code recommend that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are independent.

The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure.

Corporate Governance Report

Introduction:

As an AQSE quoted company, we recognise the importance of sound corporate governance in supporting and delivering  the strategy of the Company and its subsidiaries (together the “Group”). This involves managing the Group in an efficient manner for the benefit of its shareholders and other stakeholders whilst maintaining a corporate culture which is consistent with our values.

The Company adopted the QCA Corporate Governance Code (“QCA Code”) on its initial listing.

The board of directors is responsible for  the long-term success of the Company and, as such, devises the Group strategy  and ensures that it is implemented. The board is determined that the Company protects and respects the interests of all stakeholders and in particular, is very focused upon creating the right environment for its employees. We want a happy workplace and we want our employees to be fully and properly rewarded and to feel that they are an integral part of the S-Ventures family. A reward structure is under discussion which we hope to implement during the coming year, which includes the grant of share options, enabling members of staff to participate in the growth of the Company, as appropriate.

We want our suppliers, who are an essential part of the Company, to also feel part of the S-Ventures family and we work closely with them to ensure that this is the case. Above all, the Company wishes to ensure that shareholders obtain a good return on their investment and that the Company is managed for the long-term benefit of all shareholders and other stakeholders. Appropriate Corporate Governance procedures will ensure that that is the case and reduce the risk of failure.

The Development of the Code for S-Ventures
The QCA sets out 10 principles which the Board is working on to expand into an effective document to cover all areas of the Group’s business.  However, as the Group is presently young and has only recently made significant acquisitions this is still a work in progress.

The Group has a clear mandate to optimise the allocation of resources to support its development and growth plans seeking to maintain a balance between its resources and maintaining robust corporate governance practices.  As the Group evolves, the Board is committed to enhancing the Company’s policies and practices appropriate for the size and maturity of its business and organisation.

Set out below are the Group’s corporate governance practices for the year ended 30 September 2022.

1.Business strategy: The business model involves seeking out strong brands or products with a clear market message within the wellness sector.  To date this has meant focusing of healthy snacks market.  Conscious of present trends in plant based foods, the products should be both better for the consumer and also have a better carbon and / or health benefit than competing products.  By being in the forefront of these trends, the Board considers that shareholder value will be promoted.

2. Shareholder needs: Other than promoting growth and thus shareholder value, we need to develop ways of communicating effectively with our shareholders to ensure we are developing appropriately.  As the group grows this will become more important;  for the time being, this is achieved by data on our website, press notices and the full presentation of our Annual accounts.

3. Wider responsibilities, such as social responsibility: With both our existing and new products, our teams are focused on bringing products to market using responsibly sourced raw materials and packaging materials.

4. Risk Management:  We consider risk management at two levels.  Firstly, we ensure that al our products are made to appropriate and upto date food hygiene standards.  Secondly, we have implemented reporting and management systems appropriate to a Group of our size at both the operating company level and main board level.  We have ensured that the group carries appropriate insurance covers.

Secondly, the main Board has set up committees which include Non Executive directors for: Investment decisions, Remuneration and Audit.  Whilst the Investment Committee sift possible targets, all offers are approved by the full main Board.

5. The Board: The Board members have a wide range of business skills that they bring to bear in managing the Group’s affairs.  During the period under review, we have held physical meetings and also used  Zoom and Teams extensively.

For the coming year, we have instigated a more rigorous timetable for meetings from formal main Board, to business reviews of each unit and strategic planning events involving the whole group.

The full formal Board meetings have a formal structure covering  recent developments, present finance and funding issues, acquisition policies and progress together with any shareholder or exchange issues reported by our advisors or which need to be passed on to them.

6. Communications: The Group communicates its governance by regular updates to the market, including this Governance report and have recently added a brief version of this report to our website.

The board recognises that the AGM is an important opportunity to meet private shareholders. Each substantially  separate issue is the subject of a separate resolution at the AGM and all shareholders have the opportunity to put questions to the board. All board directors will endeavour to attend AGMs and answer questions put to them which may be relevant to their responsibilities.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.  Now that the business has expanded significantly, this is an issue which the Board set up during the coming year.

In addition to this, succession planning also forms part of our evaluation of the Board to ensure all directors are aware of what would occur should a prescribed scenario arise.

8. Promote a corporate culture that is based on ethical values and behaviours. Since S-Ventures was founded the Board has been insistent on ensuring that ethical values and good behaviour within the Company is promoted and maintained throughout the organisation and that they guide the Company’s day-to-day operations, as well as business objectives and strategy. 

S-Ventures ethical values are promoted to employees from inception at the interview process through to employment regardless of the working arrangement. S-Ventures ethical values also hold true for businesses which we acquire or invest in, should customers, suppliers or partners not adhere to S-Ventures ethical values business transactions will not cease. S-Ventures has an open door policy and a flat organisation structure to ensure all employees are empowered to speak their opinion in a comfortable and accepting environment. All employees contracts whether employed directly by S-Ventures or by one of our businesses contain further information on the values and behaviours expected from staff.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.

The S-Ventures Chief Executive Officer, Chief Financial Officer and senior management are accountable for the day-to-day operations of the business and for the implementation of the strategic goals agreed by the Board of directors. The Chairman leads the Board and is responsible for its governance structures, performance, and effectiveness. The Chairman is also responsible for ensuring that the links between the Board and the shareholders, are strong and efficient.

The matters reserved for the Board have been set out in the Corporate Governance Statement in the Annual Report and the Consolidated Financial Statements for the most recent financial period-end which is published on the S-Ventures website.

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The share ownership of major shareholders can be found on the S-Ventures website using the following link https://s-venturesplc.com/investor-information/. S-Ventures shareholders are communicated through the Annual Report and Accounts, full-year and half-year announcements, social media posts that are displayed on the S-Ventures website and on acquired companies social media, the AGM and individual/group meetings with existing or potential new shareholders. A plethora of corporate information on S-Ventures and on acquired companies can be found on the S-Ventures website using the above following link.

In addition, the directors are available to listen informally to the views of shareholders immediately following the AGM. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are published on the Company’s corporate website.