Bruce Wallace Associates Ltd
Bruce Wallace Associates London
Bruce Wallace Associates London

Evaluation

Board Evaluation

We managed an evaluation for the Board of an AIM listed company that had a new Chairman and was keen to ensure that, as well as being compliant with the Quoted Compliances Alliance (‘QCA’) Corporate Governance Code which it had recently adopted, that they had a proper, rigorous assessment of the culture and workings of the Board to ensure future success.

The evaluation took the form of a questionnaire distributed to each director for scoring and invited comments on various aspects of the Board and the Company. The topics covered amongst other areas, the board’s composition, its activities and decision-making process, workings of the board committees, risk management and individual performance. The evaluation was designed to ensure that it covered the appropriate aspects of the QCA Code, as well as being tailored to the individual Company to ensure the findings would be informative for this Board.

A comprehensive impartial report was collated on the scores and comments received and was presented to the Board. A list of actions and discussion points were proposed within the report and having reviewed the outcomes, this enabled the Board to have a focused discussion and agree next steps. We continued to work with the Board over the next few months to follow up on any actions and monitor progress.

Review

Corporate Governance Review

The primary aim of a corporate governance review we undertook for a main market listed client was to assess its existing governance arrangements and policies for consistency with relevant legislation and regulation, as well as against the UK Corporate Governance Code and current institutional investor guidelines.

In scoping the review it was agreed with the Board, that we would pull together recommendations on areas for improvement, which included corporate reporting, board processes and procedures and training. The findings were thoroughly analysed and presented to the Board in a report with the proposed recommendations prepared in proportionate to the Company’s size and its board. The review gave the Board the assurance where it had appropriate arrangements in place as well as clearly identifying any areas for improvement and practical recommendations as to how to achieve this.

Routine

Dealing with statutory compliance matters

We are engaged to look after the company secretarial needs of a group of 20 companies for a leading specialist insurance and reinsurance business. We maintain all statutory registers on our online company secretarial database.

We routinely run a report on our database so that we can monitor compliance dates and ensure that all routine filings are made in a timely manner. We generate and check annual returns before filing them electronically with Companies House prior to their due date. We notify our client when such filings have been made and provide them with copy documents for their records. We also inform our client of the due date of the annual accounts of each group company in good time so that we are able to assist with submitting them to Companies House promptly to ensure good governance and avoid late filing penalties.

For this client we also maintain a spreadsheet of group companies detailing both routine compliance and internal deadlines for UK and overseas entities. The spreadsheet is provided to the client on a quarterly basis so they are aware of any pending deadlines and we liaise accordingly to ensure that the spreadsheet is updated as matters are dealt with.

Projects

Reduction of capital

One of our clients, an insurance and reinsurance business, needed to effect a reduction of capital and pay back funds to its shareholders. The project was run to a tight deadline and the company required assistance to make sure that the transaction was approved correctly from a company law perspective and all relevant documents were prepared and filed with Companies House on a time critical basis.

We attended the board meeting which considered the transaction to provide advice and ensure all relevant approvals were given, including signature of the solvency statement by all directors. We then project managed the timely distribution of the shareholder circular and associated documents through liaising with the company’s registrar. We maintained regular contact with the directors so that as soon as the requisite shareholder approvals had been received we could take the project forward. This involved arranging signature of the statement of compliance, preparing and organising execution of the applicable Companies House forms, registering all relevant documentation at Companies House on a same day basis and instructing the Registrars to update their records and dispatch payment to the shareholders at the appropriate time.

The reduction of capital was successfully completed and took effect in just over one week from the initial board meeting proposing the transaction.

Martha Bruce

martha@brucewallace.co.uk

Susan Wallace

susan@brucewallace.co.uk

Chloe Higgins

chloe@brucewallace.co.uk

Dilani Perera

dilani@brucewallace.co.uk

Adrienne Graham

Adrienne@brucewallace.co.uk

Anne-Marie Palmer

anne-marie@brucewallace.co.uk

Registered office:
118 Pall Mall
London
SW1Y 5ED.

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QCA Member

Company registered in England and Wales number 8254957

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