All members of the Board believe strongly in the value and importance of good corporate governance and in our accountability to all Journeo plc (Journeo) stakeholders, including shareholders, staff, clients and suppliers.
In the statement below, we explain our approach to governance, and how the Board and its Committees operate.
The corporate governance framework which the Group operates, including Board leadership and effectiveness, board remuneration, and internal control is based upon practices which the Board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the Group’s values. Of the two widely recognised formal codes, we have decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The Board considers that it does not depart from any of the principles of the QCA Code.
Board composition and compliance
The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and non-executive directors of which at least two should be independent. During the period under review we have met this requirement and will maintain it in the future.
We have supported the QCA Code’s principle to review regularly the effectiveness of the Board’s performance as a unit, as well as that of its committees and individual directors. The most recent review was in March 2021. We will be considering the use of external facilitators in future Board evaluations.
We have made significant efforts to ensure effective engagement with both institutional and private shareholders. Due to the concentrated nature of approximately 35% of our shareholder base we make ourselves available to speak or meet with each one. We will continue to undertake summary presentations at our AGM’s and have been keen to meet with potential and existing shareholders whenever requested.
At this point in time the Board has not commissioned any research reports. When it does consideration will be given to meeting the needs of both private and institutional investors in this respect.
The Board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its Audit Committee. The Directors confirm 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 position and performance, business model and strategy.
The following paragraphs set out Journeo’s compliance with the ten principles of the QCA Code.
1. Establish a strategy and business model which promote long-term value for shareholders
Our business model is to compete in the market as an open provider of technology solutions, working with global-scale product companies and local specialists to deliver highly reliable and cost-effective solutions for the transport community over the lifecycle of the systems. The service offering includes the design, tailoring, installation, on-site support and back-office systems. We compete by striving to offer better integrated solutions at reduced costs to our customers. We carefully select niche markets where we can generate significant market share to generate the economies of scale needed. Our customers in the transport community include fleet operators, vehicle manufacturers, local authorities and Passenger Transport Executives (PTEs).
Our vision is to become the market-leading provider of tailored solutions to the transport community, solving the complex operational requirements on-board vehicles and associated connected systems in towns and cities. Our guiding principle is to improve the customer service experience continuously through innovation of our solutions, having the best team of people and operating efficiently.
Management of risk
As explained below the group maintains a risk register. In pursuing our strategic goals strong internal procedures to monitor financial performance and strict working capital management are principal elements of this. Key business risks and their mitigation are detailed in the Chief Executive’s report in the annual financial statements.
2. Seek to understand and meet shareholder needs and expectations
Responsibility for investor relations rests with the Chairman supported by all other members of the Board.
The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the Annual General Meeting (AGM), and we encourage shareholders’ participation in calls and face-to-face meetings. A range of corporate information (including all Journeo announcements) is also available to shareholders, investors and the public on our website.
Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The Chairs of the Board and all Committees, together with all other Directors whenever possible, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll the results of which are announced and then published on our website.
Institutional shareholders: The Directors actively seek to build a mutual understanding of objectives with institutional shareholders. Our CEO and CFO make presentations to institutional shareholders and analysts when requested immediately following the release of the full-year and half-year results. We communicate with institutional investors frequently through a combination of formal meetings and informal briefings with the board.
The Board take a keen interest in any votes against resolutions proposed at the AGM or any general meeting of the company to understand the motivation behind them. This is the case even if resolutions are passed.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
|Stakeholder||Reason for engagement||How we engage|
|Staff – our ability to fulfil client services and develop and enhance the systems on which they depend relies on having talented and motivated staff.||Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation.||Monthly staff meetings.
Invitation to staff to ask questions of management that are answered in the meetings.
These have provided insights that have led to enhancement of management practices and staff incentives.
|Clients – our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation to tailored solutions for the transport community, solving complex operational requirements both on and off the vehicle.||Understanding current and emerging requirements of clients enables us to develop new and enhanced services, together with software to support the fulfilment of those services.||Seek feedback on services and software systems.
Obtain fulfilment metrics employed by clients and regulators to measure performance.
Obtain requests for new services and service enhancements.
|Supplier||Suppliers will provide similar services to other organisations, including our competitors, so we must ensure that competitive terms and dealings are agreed.||We operate systems to ensure that supplier invoices are processed and paid in accordance with agreements we have.
We maintain a regular dialogue with our key suppliers.
These have led to a large, growing and supportive supplier network.
|Shareholders – as a public company we must provide transparent, easy-to-understand and balanced information to ensure support and confidence.||Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.||Regulatory news releases.
Keeping the investor relations section of the website up to date.
Publish investor presentations.
Annual and half-year reports and presentations.
We believe we successfully engage with our shareholders: this engagement has led to support for the Group and increased stakes from notifiable holdings.
|Industry bodies – the services we provide must meet certain requirements.||To gain insight into customer needs in addition to maintaining our expert knowledge of industry and regulatory requirements.||We hold membership and accreditation with a host of industry bodies ranging from standard membership to committee leadership.|
|Communities – what we do impacts communities in the places where we operate and elsewhere.||It is important to be perceived as a reputable business that makes a positive contribution to local economies and is attractive as an employer and partner.||Multiple activities to support fundraising for local charities and good causes.
These have led to an improved profile for the Group in the local areas of its major operations.
Continued… Risk management and internal controls