Aim Rule 26

The information contained in this section of our website is provided by B.P. Marsh & Partners Plc in compliance with Rule 26 of the AIM Rules. Please click on the headings on the right of the page to access this information.

The information contained in this section was last updated on 23rd June 2017.

Corporate Governance

The board of B.P. Marsh (“the Board”) is responsible for the Group’s corporate governance policies and recognises the importance of high standards of integrity, and consistently seeks to apply the principles set out in the revised UK Corporate Governance Code (the “Code”) by the Financial Reporting Council to the extent that they are appropriate for, and applicable to, a company of B.P. Marsh’s size quoted on the Alternative Investment Market (“AIM”).

DIRECTORS

All directors are subject to re-election within a three-year period. All the directors have access to the advice and services of the Company Secretary and may, in furtherance of their duties, take independent legal and financial advice at the Company’s expense. They also have access to the minutes of the Board, in which any concerns expressed by them regarding matters pertaining to the Group are recorded. A formal review of the performance and effectiveness of each director, including the non-executive directors, takes place annually and is assessed on an on-going basis by the other members of the Board and Committees of the Board. The Group recognises that its non-executive directors are not “independent”, as recommended by the Code, however it feels that, given the size and nature of the Group, the benefit derived from the collective relevant experience of its non-executive directors justifies their position on the Board.

BOARD MEETINGS

The Board meets at least quarterly and at such other times as required, and receives regular reports on a wide range of key issues including investment performance, investment opportunities, disposals and corporate strategy. All major decisions affecting the Group are taken at Board level and all the directors are free to bring any matter to the attention of the Board at any time.

COMMITTEES OF THE BOARD

The Board has established six standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee the Nominations Committee and the Disclosure Committee.

RELATIONS WITH SHAREHOLDERS

The Board attaches great importance to maintaining good relationships with all of its shareholders. The executive directors endeavour to meet with representatives of institutional investors and analysts twice a year to discuss their views and ensure that the corporate objectives and strategies of the Group are well understood. The Company reports formally to the shareholders twice a year, when its half-yearly and full-year results are announced, when reports are sent to shareholders and published on the Company’s website. The Company also produces quarterly trading updates, in order to ensure a consistent flow of information throughout the year. The Company advises shareholders attending the Annual General Meeting (“AGM”) of the number of proxy votes lodged for and against each resolution. Members of the Board will be in attendance at the AGM and will be available to meet shareholders informally after the meeting.

Description of business

The B. P. Marsh Group (the “Group”) is a niche venture capital provider to early stage financial services businesses. It will consider investing in start-ups, management buy-outs, management buy-ins, hive-offs and similar opportunities. It is also able to provide follow-on funding for successful companies in its portfolio when required for further growth.

The Group typically invests up to £5 million in financial service investment opportunities based in the United Kingdom, Europe, North America and occasionally elsewhere. It likes to invest in people businesses with good management.

The Group does not seek to impose exit pressures on its investee companies, but prefers to work with management to develop a mutually acceptable exit route.

The Group has a considerable bank of experience in the financial services sector and seeks to use this experience to add value to its investments. It is also able to provide consultancy and administrative services to its portfolio of investments when required.

The Group’s aim is to be the capital provider of choice to the financial services intermediary sector.

Directors responsibilities

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.

Brian Marsh – Brian is the Executive Chairman of the B.P. Marsh Group. He is a member of the Investment Committee, the Valuation Committee, the Remuneration Committee, the Nominations Committee and the Disclosure Committee.

Alice Foulk – Alice is the Managing Director and a member of the Investment Committee, the Valuation Committee, the Remuneration Committee, the Nominations Committee and the Disclosure Committee.

Daniel Topping – Daniel is Chief Investment Officer and a Nominee Director on the board of seven portfolio companies. As a member of the New Business Committee he evaluates new and existing investment opportunities. He is a member of the Investment Committee, the Nominations Committee and the Valuation Committee.

Camilla Kenyon – Camilla is Head of Investor Relations and responsible for the running of the New Business Department, which assesses potential investment opportunities. She is a member of the Investment Committee.

Jonathan Newman – Jonathan is the Group Finance Director. He is responsible for the group finance function. He is a member of the Investment Committee and the Valuation Committee.

Stephen Clarke – Stephen is a non-executive director and is a member of the Audit Committee and Remuneration Committee.

Campbell Scoones – Campbell is a non-executive director.

Pankaj Lakhani – Pankaj is a non-executive director, the Chairman of the Remuneration and Audit Committee and a member of the Valuation Committee and the Nominations Committee.

Board committees

Committees of the Board
The Board has established six standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee, the Nominations Committee and the Disclosure Committee.

Audit Committee
The Audit Committee is currently comprised of two non-executive directors of the Company and chaired by Pankaj Lakhani. The external auditors, together with the Group Finance Director and other financial staff are invited to attend these meetings.

In accordance with its terms of reference the principal function of this committee is to determine the appropriateness of accounting policies to be used in the Group’s annual accounts. In addition the Committee is responsible for assessing the Group’s audit arrangements and the Group’s system of internal controls, and to review the half-yearly and annual results before publication.

Remuneration Committee
The Remuneration Committee is comprised of non-executive directors of the Company Pankaj Lakhani and Stephen Clarke, the Managing Director, Alice Foulk, and Brian Marsh and chaired by Pankaj Lakhani. In accordance with its terms of reference the Committee determines the level and make-up of remuneration (including bonuses and awards) of the executive directors and members of staff.

Investment Committee
The Investment Committee is comprised of all the executive directors of the Company and meets whenever significant investment matters arise that are not dealt with in the normal course of Board business.

Valuation Committee
The Valuation Committee is comprised of Brian Marsh, Alice Foulk, Jonathan Newman, Pankaj Lakhani and Daniel Topping and, in accordance with its terms of reference, is responsible for preparing investment valuations and reviewing the suitability of the Company’s investee company valuation policy in conjunction with the Company’s auditors.

Nominations Committee
The Nominations Committee is comprised of Brian Marsh, Alice Foulk, Daniel Topping, Pankaj Lakhani and Sinead O’Haire. In accordance with its terms of reference, the Committee keeps under review the succession planning for senior executives and identified and nominates suitable candidates for appointment to the Board in the future. The Committee keeps the required skill set of the Board in mind when considering new candidates.

Disclosure Committee
In accordance with the EU Market Abuse Regulation (2014/596/EU), the Company has a Disclosure Committee, comprised of Brian Marsh, Alice Foulk and Sinead O’Haire, to determine the price sensitivity of the Company’s business activities. The Committee is responsible for the disclosure of all price sensitive information to the Market.

Incorporation and constitutional information

Country of Incorporation
B.P. Marsh & Partners Plc is a public limited company incorporated in England and Wales (Registered Number 5674962). Its main country of operation is England.

Admission Documents and Circulars

Please click on the link below to access the Company’s Admission Document dated 1st February 2006. Please note that the Admission Document contains historical information and is strictly for general information only.

Admission Document

Current Constitutional Documents
Please click on the attached file for a copy of the ’Memorandum of Association’ and ’Articles of Association’:

Memorandum of Association
Articles of Association

Notices

Notice of Annual General Meeting 19th July 2017

Details of any other Exchanges or Trading Programmes and Restrictions on the Transfer of Securities
Shares in the Company can be traded on the Alternative Investment Market. The Company has not agreed to its shares being traded on any other exchange or trading platform.

Details on the Restriction of the Transfer of Securities
There are no restrictions on the transfer of securities.

City Code on Takeovers & Mergers
The Company is subject to the UK City Code on Takeovers & Mergers. A copy of the City Code on Takeovers & Mergers is available at the Takeover Panel’s website at: www.thetakeoverpanel.org.uk

Number of securities in issue

B.P. Marsh & Partners Plc’s capital consists of 29,226,040 ordinary shares with voting rights.

Approximately 62% of the Company’s shares are not in public hands.

As at 19th May 2017, the directors have been made aware that the following shareholders held disclosable interests of 3% of more of the issued share capital
of the company:

Beneficial OwnerNo of ordinary shares of 10p each held
% of issued share capital
Mr B.P. Marsh16,611,771
56.83%
B.P. Marsh Management Limited1,421,130
4.86%
IS Partners AG1,823,100
6.25%
James Sharp & Co1,256,265
4.30%
Hargreaves Lansdown Asset Management1,015,108
3.48%
Financial information

Please click here for access to the Company’s annual and interim reports.

Advisers

Nominated Adviser
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Auditor
Rawlinson & Hunter Audit LLP
8th Floor, 6 New Street Square
New Fetter Lane
London EC4A 3AQ

Broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Registrar
Capita Asset Services
The Registry, 34 Beckenham Road
Beckenham
Kent BR3 4TU