Statement of Compliance with the QCA Corporate Governance Code

We follow the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the London Stock Exchange’s AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. This report sets out our current compliance and explains the reasons for any Code departures.

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

Versarien plc seeks to capitalise on innovative IP, transforming it into commercially viable products that can tackle the technological challenges faced by modern manufacturers. Its main technology products are graphene powders, graphene inks and other 2-D materials.

We do this through:

  • providing working capital facilities either from existing reserves or our public listing or via banking facilities;
  • applying the management team’s experience to developing and commercialising the advanced materials technology; and
  • providing the plant and equipment to get into production via our existing production facilities.

Our focus is on commercialising graphene opportunities in the construction and textile sectors.

We continue to sign application development agreements with customers and to build new relationships with global companies to incorporate graphene into their applications.

Principle 2: Seek to understand and meet shareholder needs and expectations

 The Company is committed to open communication with its shareholders to ensure that its strategy, business model and performance are clearly understood.

We do this via podcasts, ad hoc investor meetings and by reporting news via LSE channels.

The AGM and online investor meetings are the main forum for dialogue between retail shareholders and the Board.

The Notice of Meeting is sent to shareholders at least 21 days before the meeting. For each AGM resolution, the proxy results are announced at the meeting. The results of the AGM are subsequently published on the Company’s corporate website/released via the Regulatory News Service.

The Board as a whole is kept informed of the views and concerns of major shareholders by the acting CEO.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Apart from our shareholders, our suppliers, customers and employees are considered to be our most important stakeholder groups. Group companies are ISO 9001 accredited which involves processes to monitor and record feedback from suppliers and customers.

The Group has in place an ethical policy which is applied at each Group company.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the safeguarding of the Group’s assets against misstatement.

The key elements of the system of internal control are:

  • clear definition of delegated authorities;  
  • preparation of annual budgets for Board approval; 
  • close involvement of senior management in the day-today business of the Group; and 
  • regular reporting of business performance to the Board and the review of results against budget.

All material contracts are required to be reviewed and signed by an Executive Director of the Company and reviewed by our legal advisers as appropriate.

Each individual company within the Versarien Group maintains its own risk register as part of its ISO 9001 certification to address key risks that may have an immediate impact.

Our ethical policy deals with compliance with laws and regulations, fair dealing and business intelligence, improper payments, business entertaining and duty to report violations

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board comprises the Non-executive Chair, the acting Chief Executive Officer, the Chief Financial Officer/Company Secretary, the Chief Technology Officer and two Nonexecutive Directors. The Board considers that the Nonexecutive Directors bring an independent judgement to bear.

The Board believes there is a suitable balance between independence on the one hand and knowledge of the Company on the other. The Board continues its practice of ensuring matters reserved for the Board are fully discussed and debated.

All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. The Group holds regular Board meetings and each Director is asked to disclose any conflicts of interest.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience and time to perform its duties. Board members are able to attend such courses or training, as they feel appropriate, to keep up to date. Directors receive regular and timely information on the Group’s operational and financial performance with information being circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget.

All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association. The Company’s Articles of Association require that one-third of the Directors must stand for re-election by shareholders annually in rotation and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment.

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Chair is responsible for performing informal continuous assessment in conjunction with non-executive colleagues. A system of formal assessment is to be re-introduced.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Board aims to lead by example and do what is in the best interests of the Company, its stakeholders and shareholders. The Executive Directors strive to act in a manner which is professional and ethical and has published its ethical policies for all employees to observe and comply with.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Board programme

The Board meets regularly during the year in accordance with its scheduled meeting calendar.

The Board sets direction for the Company through a formal schedule of matters reserved for its decision and annually sets a schedule of dates for Board meetings.

The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and Committee papers are distributed prior to meetings taking place.

Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors.

Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.

Roles of the Board, Non-executive Chair and acting Chief Executive Officer

The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy, approval of major investments (whether capex or opex), approval of the annual and interim results; annual budgets, dividend policy and Board structure.

It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets and their performance in relation to those budgets.

The Non-executive Chair, together with the Non-executive Directors, are responsible for ensuring the maintenance of good corporate governance and challenging and discussing the strategic direction of the Company.

The acting Chief Executive Officer is responsible for the strategic direction of the Company and delivering against that strategy.

All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting.

Executive Team

The Executive Team consists of Christopher Leigh and Stephen Hodge with input from the subsidiary managers. It is responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of that strategy, as well as plans and budgets approved by the Board of Directors. It also manages and oversees key risks, management development and corporate responsibility programmes. The acting Chief Executive Officer reports to the plc Board on issues, progress and recommendations for change with the Board as a whole being the final arbiter.

Board Committees

The Board is supported by the Audit and Remuneration Committees. Each Committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the Committee to discharge its duties. Board nominations are dealt with by the Board as a whole.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company communicates with shareholders through the financial statements, full-year and half-year announcements, the Annual General Meeting (AGM), the release of news via LSE channels, podcasts and one-to-one meetings with large existing or potential new shareholders.

This information was last reviewed on 10 May 2023.