Compliance with the QCA Code
Chairman’s introduction
“The Board believes that good corporate governance is not just a matter of achieving the high standards of business ethics that our shareholders, employees, customers and suppliers have a right to expect, it is also essential to deliver long-term success for our business and therefore shareholder value.”
The Board has adopted the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The following sets out how we comply with the Code.
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
Microlise is a provider of transport management technology solutions, delivering a globally enabled SaaS platform that digitises business processes of organisations running complex logistics operations.
The Group invests heavily in its proprietary hardware and software platforms, developing new and complementary products, to deliver solutions that support business processes required by the increasingly complex operational ecosystem of fleet operators.
The Directors believe that the Group’s integrated end-to-end platform, delivering cost and productivity efficiencies for fleet operators, provides the Group with a competitive advantage. The modular design of the platform allows additional modules to be purchased by customers to run on existing hardware which encourages up-selling and the embedding of solutions in customers’ operating systems, leading to long-term relationships and low customer churn. Customers use the Group’s products to deliver measurable improvements in their transport fleet operations across a range of KPIs including operating efficiency and safety standards as well as reductions in Greenhouse Gas emissions, a key priority for fleet operators against the backdrop of the pressure on the whole transport industry to reduce its environmental impact.
Trends in ecommerce and the growth in online purchasing by consumers are driving increased delivery requirements and demands for shorter lead-times, adding to the complexity of supply chains with increased vehicles, drivers and delivery schedules. The Directors believe that the Group’s product offering means the Group is well-placed to benefit from structural trends in the industry.
The Group plans to continue to take market share in the UK logistics and haulage market, as well as targeting smaller fleet operators and to target expansion to selected new geographic markets that have similar characteristics to the UK. Selective acquisitions will be considered that will accelerate the Group’s growth strategy.
Principle 2 – Seek to understand and meet shareholder needs and expectations
The Board is committed to an open and ongoing engagement with the Company’s shareholders to understand their needs and expectations and to ensure that the Company’s business model, strategy and performance are understood.
Regular communication with shareholders will centre around the Annual and Interim Reports, the full and half year results announcements, trading updates (where required or appropriate) as well as the Company’s website which will provide access to financial reports, announcements and notifications made via a Regulatory Information Service.
Our Chief Executive Officer will be the primary point of contact for shareholders [and there is a dedicated email address investors@microlise.com for shareholder questions and comments]. The CEO will be responsible for ensuring that all such feedback from investors is reported to the Board as a whole.
Regular meetings will be held between the Chief Executive Officer, the Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively. The Independent Non-executive Directors will also be available to discuss any matters that shareholders wish to raise and discuss.
The Company’s most recent Annual General Meeting was held on May 24th 2023, the date at which our Corporate Governance Code was last reviewed was September 29th 2023. Shareholders were invited to attend, and the Board was available to answer any questions. Shareholders will be invited to forthcoming annual general meetings. Where voting decisions at a general meeting are not in accord with Company expectations, the Board will engage with those shareholders to understand and seek to address any issues.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long term success
The Board recognises that execution of the Company’s strategy depends upon strong relationships with both its internal and external stakeholders and it therefore seeks to understand stakeholder expectations and how they align with the needs of the business. The Board will be regularly updated on feedback from stakeholder engagement to ensure that it has a full understanding of the issues that matter most to them so that they can be taken into account in the Board’s decision-making.
Employees
The Company is committed to conducting business with integrity, honesty and fairness and operates a Code of Conduct for all of its employees to ensure that everyone is acting in the best interests of the business.
The Board is committed to creating a climate of openness throughout the Company, and to encouraging its employees to provide their feedback through regular employee engagement initiatives and to contribute their own ideas through regular meetings between staff representatives and senior management. The Company uses a variety of channels to keep staff informed of key developments, which have been important during a time when staff have been forced to work from home during the COVID-19 pandemic. The Company will continue to provide its employees with regular briefings and updates as well as providing visibility of the Group’s financial performance and future plans.
The Company is committed to developing all members of staff, enabling them to fulfil their potential by providing Learning and Development pathways and career support to all staff across the business, from apprentices to senior management. The Company’s apprentice and graduate academy attracts recruits from diverse backgrounds with the assistance of Career Ready, an organisation which supports young people from disadvantaged backgrounds and through membership of the Armed Forces Covenant.
Where appropriate, before searching for external candidates, job vacancies are advertised internally within the Company. The Company also supports employees who seek to acquire professional qualifications or to further their own development.
Suppliers
The Company’s supplier relationships are managed effectively by our managers to ensure that there is no disruption to the Company’s supply chain that could have an adverse impact on the business.
The Company is committed to the ethical sourcing of products and only contracts with suppliers that it believes respects the rights of its employees and requires the same standards from all of its suppliers that it applies in its own business. Supplier assessment procedures are in place to drive the maintenance of best practice standards.
Customers
All Microlise customers have an appointed account manager responsible for managing the customer relationship. There is a dedicated team providing customer support to answer questions, provide support and resolve issues. Customer feedback is regularly communicated back to the Executive Team to enable the Company to improve current and future product development, marketing support and customer service levels.
Community and Environment
The core focus of the Microlise business is summed up as “Enabling a Safe, Efficient and Responsible Connected World.”
The Group’s pioneering solutions have supported fleet operators to reduce engine idling, vehicle mileage travelled and environmental emissions, through better driving performance, more efficient operations and safer, more compliant practices.
The Company aims to challenge itself to develop smarter ideas and to continually improve its technology to enable its customers to meet both business and sustainability goals. The Company is dedicated to investment in product innovation with a programme of significant annual spending on research and development including collaborative projects to evaluate alternative fuel technologies.
Microlise’s technology contributes to positive impacts on environmental performance, improvements in air quality and urban environments while reducing consumption through intelligent planning and route optimisation. Other positive impacts include a reduction in accidents through improved driver behaviour and fewer vehicle breakdowns thanks to the Group’s vehicle health and compliance products. Cumulatively these products support reduced emissions, congestion and the negative societal impacts of both.
The Group actively encourages business-wide and employee support for local communities and good causes and a Microlise Community Engagement group (MCE) manages our business-wide initiatives. Our support extends from being a proud corporate sponsor to large charitable organisations such as Transaid to supporting local orphanages in India, providing sports kits to clubs, books and resources to primary schools, and supplying local foodbanks in and around Derbyshire and Nottinghamshire.
In conjunction with the Road Haulage Association, The Company has created Road to Logistics, a not for profit, community interest company which provides a national training programme to encourage new talent into the transport and logistics industry from sections of society where individuals need help and support, including former military personnel, the long-term unemployed and ex-offenders.
Microlise’s products are designed and manufactured to take account of the recycling and disposal of the product at the end of its lifecycle. The Group’s businesses comply with The Waste Electrical and Electronic Equipment Regulations and work in compliance with The Restriction of the Use of Certain Hazardous Substances in electrical and Electronic Equipment Regulations 2004. The Group continues to find ways to reduce energy consumption, reduce waste and increase recycling.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
Microlise operates a risk management framework to identify, manage and monitor risks which affect the delivery of its business model. Risk is a standing item on the Board’s agenda with reports provided by the Group’s senior leadership team. In conjunction with these reports, the Board reviews the effectiveness of internal control systems designed to safeguard the business, by monitoring financial performance against budgets and updated financial forecasts. A formal review of risk will be carried out at least on an annual basis and a summary thereof will be included in the Annual Report which will be available on the Company’s website.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair
The Company’s Board of Directors comprises three executive directors and two non-executive directors. The QCA Code recommends that at least two Board members should be non-executive directors who are independent. The non-executive directors are considered independent for the purposes of the QCA Code and accordingly the Company complies with its requirements.
The biographies of the directors are included in the Board of Directors section of the website and in the Company’s Admission Document. The Board is assisted in its duties by the Audit and Remuneration Committees, further information on which can be found on page * of the Company’s Admission document and on the website under Corporate Governance.
The Board meets formally on a regular basis and is responsible for strategy, oversight of the Company’s activities and for reviewing the framework of internal controls.
Briefing papers will be distributed to all Directors in advance of Board and Committee meetings and all Directors will have access to the advice and services of the Company Secretary, who will be responsible for ensuring that Board procedures are followed, that each Director is at all times provided with such information as is necessary for them to discharge their duties, that applicable rules and regulations are followed, in accordance with the QCA Code.
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Information on each Board member including their experience, skills and qualities they bring to the Board is set out on the website under Board of Directors. The Directors have received briefings from the Company’s Nominated Adviser and legal advisers with respect to their obligations under the AIM Rules for Companies and the UK Market Abuse Regulations. The Company Secretary brings to the attention of the Board pertinent changes in legislation and the Board then identifies any need for external advice or professional training required to ensure that directors’ skills remain up-to-date. Where considered necessary the Board seeks professional advice, for example when setting senior executives’ remuneration packages or establishing share option schemes.
As the Company develops, the Board will consider the balance of skills, knowledge, personal qualities and experience on the Board and determine the need for new Board appointments.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board carries out a self-evaluation of its performance and the Board Committees with a view to setting objectives for the Board for the future and identifying any areas where professional advice should be sought. In subsequent years a review of Board performance will from time to time be externally facilitated. On an ongoing basis the Board will review the level of achievement of the executive directors compared with their objectives, assessing their contribution to Company performance and re-appraising future objectives on an annual basis.
The Board will review the time commitment of non-executives and their re-appointment having regard both to their ability to commit the necessary time to the role, the skills, knowledge and experience required as well as making assessment of their continuing independence.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
The Company recognises the importance of establishing a culture of ethical behaviour and applies these standards to all dealings with employees, customers and other stakeholders. Accordingly Microlise has developed an ethics policy to ensure that its business is conducted with high ethical and legal principles and sets standards of professionalism and integrity to all employees and Group-wide operations. Microlise seeks to benchmark itself against intentionally recognised standards and has a portfolio of internationally-recognised accreditations.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
A high-level summary of the application of the QCA Code is set out in the Chairman’s governance statement and further information will be contained in the annual report, including work of the Board and its committees. The suitability of the Board and Committee structures and processes will be kept under close review as the Company develops post Admission with a particular focus on these as part of the regular Board evaluation process.
Principle 10 – Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The website and annual reports set out the corporate governance structure of the Company and the work of the Board and its Committees. Results of voting and general meetings of the Company will be set out on the website.