Page 156 - Sigmaroc Annual-Report 2023

SIGMAROC ANNUAL REPORT 2023 GOVERNANCE REPORT
Corporate Governance Report
The Directors recognise the importance of sound corporate governance. As a company whose shares are traded on AIM, the Board has decided to comply with the QCA Code. In addition, the Directors have adopted a code of conduct for dealings in the shares of the Company by directors and employees and are committed to maintaining the highest standards of corporate governance.
Garth Palmer, in his capacity as CFO, has assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are followed and applied within the Company as a whole.
The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its Shareholders and that Shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. A large part of the Company’s activities are centred upon what needs to be an open and respectful dialogue with employees, customers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does.
The key governance related matters that occurred during the financial year ended 31 December 2023 were:
1. Identifying potential new NEDs for the Board.
2. Adoption of Competition Compliance and Diversity & Inclusion policies.
CORPORATE GOVERNANCE REPORT
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles:
PRINCIPLE ONE
Establish a strategy and business model which promote long-term value for shareholders
Strategy and purpose: The Company is a lime and limestone group targeting investments in quarried materials assets in the UK and Northern Europe.
Lime and limestone are key resources in the transition to a more sustainable economy. New applications for lime and limestone products as part of a drive for sustainability include the production and recycling of lithium batteries,
the decarbonisation of construction including through substitution of cementitious material and new building materials, and environmental applications including lake liming, air pollution and direct air capture.
The Group’s aim is to create value for shareholders through the successful execution of its buy and build strategy, by purchasing assets in fragmented materials markets and extracting efficiencies through active management and forming the assets into larger groups. It seeks to de- risk its investments through the selection of projects with strong asset backing.
Business model: The acquired assets provide a strong operating platform, diversified income streams and stable cash flows in order to grow the Group and execute on its strategy further.
The Group is run as a commercially minded business, seeking to return an increase on investment capital to Shareholders. Proven methods of raising capital through recognised means available to publicly listed companies are relied on to fund growth acquisitions. Following each acquisition, the Group seeks to implement operational efficiencies that improve safety, enhance productivity, increase profitability and ultimately create value for Shareholders.
PRINCIPLE TWO
Seek to understand and meet shareholder needs and expectations
Shareholder dialogue: The Company remains committed to listening and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. Understanding what analysts and investors think about the Company, and in turn, helping these audiences understand the Company’s business, is a key part of driving the business forward and the Company actively seeks dialogue with the market. The Company does so via investor roadshows, attending investor conferences, hosting capital markets days and through regular reporting.
Private Shareholders: The AGM is the main forum for dialogue between retail Shareholders and the Company. The Directors routinely attend the AGM and are available to answer questions raised by Shareholders. The results of the AGM are subsequently published on the Company’s corporate website. In addition, the Company has engaged with Investor Meet Company, a technology platform that allows presentations and Q&A between Company management and private investors. Regular updates have been made on this platform throughout the year. Other ad hoc presentations to private investors have been made in the year.
Institutional Shareholders: The Company actively seeks to build relationships with institutional Shareholders through calls, presentations and visits. Shareholder relations are managed primarily by the CEO and the Head of Investor Relations, but the Executive Chairman and Senior Independent Non-Executive Director are also available to meet with major shareholders to discuss issues of importance.
PRINCIPLE THREE
Take into account wider stakeholder and social responsibilities and their implications for long-term success