Investors

The Board of Directors comprises the Chairman, two Executive Directors and five Non-Executive Directors. The Board is responsible for overseeing the management of the Group’s strategy and its businesses, reviewing trading performance, ensuring adequate funding, maintaining a system of internal controls and risk assessment, ensuring good corporate governance and reporting to shareholders. The Board meets when required and at least eight times per annum. During the year ended 31 December 2017, the Board met on eight occasions.

The Board has a formal schedule of matters aligned to its oversight responsibilities and specifically reserved for their decisions. All Directors are subject to election by shareholders at the first opportunity after their appointment and subject to re-election every year. The Board considers that the Non-Executive Directors bring a range of business and financial experience to the Group. They are responsible for scrutinising the performance of management and determining appropriate levels of remuneration of Executive Directors. They also have a key role in appointing and, when required, removing Executive Directors.

There is a clear division of responsibilities between the Chairman and the Group Chief Executive Officer. The Chairman’s primary role is ensuring that the Board functions properly, meets its obligations, and has the correct organisation and mechanisms in place to work effectively. The Group Chief Executive Officer’s primary role is to provide overall leadership and vision in developing, alongside the Board, the strategic direction of the Company. The Group Chief Executive Officer is also responsible for the management of the overall business, ensuring strategic and business plans are effectively implemented, and the results of which are monitored and reported to the Board to ensure financial and operational objectives are attained.

Lord Ashcroft KCMG PC - 3 years, 3 months

Julia Robertson - 4 years, 11 months

Alison Wilford - 1 year, 8 months

Angela Entwistle - 5 years, 6 month

Mike Ettling - 4 years, 6 month

Michael Laurie - 3 years, 8 months

Baroness Tina Stowell - 6 month

Rebecca Watson - 9 years, 10 months

In accordance with the Company’s Articles of Association and the principles of the Code, all Directors of the Company will offer themselves for re-election by shareholders at the 2018 AGM. The Board is satisfied that each Director is qualified for re-election by the quality of their skills, experience and commitment to the Board.

Audit Committee

The Board has an Audit Committee whose responsibilities include oversight of the Group’s internal risk and controls strategy, including establishing whistleblowing arrangements; reviewing interim and Annual Reports and financial statements prior to their submission to the full Board and reviewing reports from the external auditor. On behalf of the Board, they also examine and review internal financial controls; financial and accounting policies and practices; and the form and content of financial reports and statements, plus the financial judgements therein. The Committee ensures that arrangements are in place for employees of the Group to raise concerns about any possible improprieties, either confidentially or publicly and that procedures are in place for the proportionate and independent investigation of any such matters, and appropriate follow-up action.

The Committee also reviews the independence, objectivity, performance, behaviour and effectiveness of the external auditor with whom it meets at least twice a year, and the nature of any non-audit services provided by them. The Audit Committee is required to report its findings to the Board. This means identifying any matters on which it considers action or improvement is needed. The Committee operates under written Terms of Reference and meets at least twice each year. During the period ended 31 December 2017 it met on three occasions. The Audit Committee comprises two Non-Executive Directors: Mike Ettling (Chair) and Michael Laurie.

Remuneration Committee

The Board has a Remuneration Committee that is responsible for making recommendations to the Board on Directors’ remuneration. It also reviews recommendations from the Group Chief Executive Officer on other senior executives’ remuneration, including performance-related remuneration. The Committee operates under written Terms of Reference and during the period ended 31 December 2017 it met on two occasions. The Remuneration Committee comprises two Non-Executive Directors: Angela Entwistle (Chair) and Michael Laurie.

The Directors have responsibility for the Group’s overall system of internal controls and for reviewing their effectiveness. They recognise that the system is designed to manage and mitigate, rather than eliminate, the risk of failure to achieve business objectives. It can provide only reasonable and not absolute assurance against material financial misstatement or loss. The Directors have established an organisational structure with clear Terms of Reference that must be adhered to by all subsidiaries. There is a programme of regular review by the Board and executive management, which provides assurance that the control environment is operating as intended. A key element of this review is strategic business planning and subsequent performance monitoring. Each business has defined financial performance plans that are agreed by the Board at the beginning of each financial period to meet Group objectives. These plans contain measurable performance targets which are continuously monitored to identify shortfalls, so that corrective actions can be taken.

In addition, the Company maintains a risk register that is updated and reviewed by the Audit Committee on a regular basis. During this reporting period, the Audit Committee has reviewed the effectiveness of the Company’s internal control system, and appointed a Group Head of Internal Audit and Risk. They are responsible for reporting to the Audit Committee on internal audit, utilising internal and external expertise.

The Directors have visited a number of current and potential institutional shareholders to ensure a mutual understanding of objectives and to further explain the Group’s strategy. The Board will also use the Annual General Meeting to communicate with private and institutional investors whose participation it welcomes. The Non-Executive Directors will attend the AGM and are available to answer any questions relevant to the Committees they chair.

The following information is provided in order to satisfy Impellam Group plc’s (the “Group”) requirements under Paragraph 16(2), Schedule 19 of Finance Act 2016, to publish its tax strategy.

Our commitment to compliance

Impellam is a responsible tax payer. We are committed to complying with our Global tax obligations, which include filing, reporting and payments in line with applicable tax laws and regulations in all of the territories in which we operate. This includes the UK, which is our primary place of business.

Our approach to governance

Our tax strategy is aligned with our vision, which is to be the world’s most trusted staffing company – trusted by our people, our customers and our investors in equal measure. Our tax strategy is approved, owned and overseen by the Board and Audit Committee. The Group Chief Financial Officer (“CFO”) has overall responsibility for overseeing tax strategy, management of tax risk and the underlying governance framework. The Group Head of Tax, who reports to the CFO, has day-to-day responsibility for these areas and is responsible for management of tax compliance and tax risks across the Group.

How we manage tax risks

Due to the nature of the staffing industry, Impellam faces inherent tax risks based on the type of contractual relationships we enter into, and the volume and frequency of transactions we undertake. We seek to identify, evaluate, manage and monitor these risks to ensure they remain in line with the Group’s risk appetite. Our processes and controls are designed to minimise unnecessary or disproportionate risks. Where there is significant uncertainty or complexity in relation to a risk, we obtain advice from appropriately qualified advisors.

Our attitude to tax planning and level of risk

When engaging in commercial activities in new and existing territories, we consider both UK and local tax legislation in order to ensure compliance with all applicable tax rules. Our appetite for tax risk is low: we claim tax reliefs and incentives as available under tax legislation to reduce tax liabilities, but do not undertake transactions led by a tax planning purpose. In cases where we do not have the necessary technical expertise, we obtain tax advice to ensure the tax consequences of any proposed transactions are fully understood.

Our approach to dealing with tax authorities

Our relationships with tax authorities are based on openness, honesty and integrity.  We take a collaborative approach in all interactions with tax authorities and seek to make accurate and timely disclosure in correspondence and returns.  In the UK, we interact regularly with HMRC via our Customer Relationship Manager; this is in the form of quarterly catch-up calls/meetings, and on a real-time basis when specific matters arise.

Impellam Group plc ("Impellam") was incorporated on 21 February 2008 and was formed specifically for the purposes of acquiring both The Corporate Services Group plc ("Corporate Services Group") and Carlisle Group Limited ("Carlisle").

Impellam Group plc, traded on the AIM (Symbol: IPEL) is a leading provider of managed services and specialist staffing expertise and is primarily based in the UK, North America, Australasia, Asia Pacific, the Middle East and mainland Europe. Impellam Group plc provides fulfilling jobs to doctors, lawyers, accountants, nurses, teachers, scientists, receptionists, drivers, chefs, administrators, engineers, technology specialists, cleaners, security guards, and manufacturing and warehouse operatives through our specialist brands across a broad range of sectors. Impellam Group plc manage them as teams or individually and help clients build better businesses in a changing world. Impellam Group plc is the second largest recruitment business in the UK and the sixth largest (as measured by spend under management) MSP provider worldwide, employing over 3,200 Impellam people across over 168 worldwide locations.

Please click on the link below for the names of the directors and brief biographical details of each.

Board Of Directors

Audit committee

The Board has an Audit Committee whose responsibilities include oversight of the Group’s internal risk and controls strategy, including establishing whistleblowing arrangements; reviewing interim and Annual Reports and financial statements prior to their submission to the full Board and reviewing reports from the external auditor. On behalf of the Board, they also examine and review internal financial controls; financial and accounting policies and practices; and the form and content of financial reports and statements, plus the financial judgements therein. The Committee ensures that arrangements are in place for employees of the Group to raise concerns about any possible improprieties, either confidentially or publicly and that procedures are in place for the proportionate and independent investigation of any such matters, and appropriate follow-up action.

The Committee also reviews the independence, objectivity, performance, behaviour and effectiveness of the external auditor with whom it meets at least twice a year, and the nature of any non-audit services provided by them. The Audit Committee is required to report its findings to the Board. This means identifying any matters on which it considers action or improvement is needed. The Committee operates under written Terms of Reference and meets at least twice each year. During the period ended 31 December 2017 it met on three occasions. The Audit Committee comprises two Non-Executive Directors: Mike Ettling (Chair) and Michael Laurie.

Remuneration committee

The Board has a Remuneration Committee that is responsible for making recommendations to the Board on Directors’ remuneration. It also reviews recommendations from the Group Chief Executive Officer on other senior executives’ remuneration, including performance-related remuneration. The Committee operates under written Terms of Reference and during the period ended 31 December 2017 it met on two occasions. The Remuneration Committee comprises two Non-Executive Directors: Angela Entwistle (Chair) and Michael Laurie.

Impellam Group plc is incorporated in the UK with registered number: 6511961; the primary operations of the company are also located in the United Kingdom. The shares of Impellam Group plc are traded on the AIM market operated by the London Stock Exchange.

The Company does not have any of its securities admitted to trading on any other trading platforms or exchanges.

As at 5 June 2018, the Company has 50,249,921 Ordinary Shares of 1 penny each in issue. The Company does not hold any shares in treasury. The percentage of securities not in public hands is: 52.92%.

Below are details of our significant shareholders along with the percentage of the issued share capital.

Shareholder Name - % Holding

Lombard Trust - 51.19% as at 23 April 2018

Hof Hoorneman Fund Management - 9.77% as at 23 April 2018

Schroder Investment Mgt - 5.10% as at 23 April 2018

Hendrik Van Heijst - 5.01% as at 23 April 2018

Theodoor Gilissen Bankiers - 4.89% as at 23 April 2018

Lord Ashcroft - 4.42% as at 23 April 2018

Director Name - Holding

Lord Ashcroft (Non-Executive Chairman) - 2,223,755 (4.42%) as at 23 April 2018

Julia Robertson (Chief Executive Officer) - 153,910 (0.31%) as at 23 April 2018

Alison Wilford (Chief Financial Officer) -  6,001 (0.02%) as at 23 April 2018

Mike Ettling (Non-Executive Director) - 10,860 (0.02%) as at 23 April 2018

None

The Company's annual and interim reports will be available on this site once they are released.

Please click on the link below to access notifications made by the Company in the past 12 months.

Regulatory News

Admission Document

Articles of Association

Investor and adviser contacts