The Board has overall responsibility for corporate governance within the Group and this is underpinned by a framework aligned to the requirements of the business. The full Board retains certain matters for its own review and decision-making while other responsibilities are delegated to sub-committees of the Board, namely the Audit Committee and the Remuneration Committee. As a Company whose shares are traded on the AIM market of the London Stock Exchange, it is not necessary for the Company to comply with the requirements of the UK Corporate Governance Code 2016 (‘the Code’). However, the Board believes that it is accountable to the Company’s shareholders and others for good corporate governance and is committed to the same. It follows the corporate governance guidelines of the Quoted Companies Alliance for companies whose shares are traded on AIM.

Board of directors

Audit Committee

  • Oversees the Group’s internal risk and controls strategy, including whistleblowing arrangements
  • Reviews the Annual Report and interim financial statements prior to submission to the full Board
  • Reviews reports from external auditor
  • Reviews the Group’s risk register
  • Approves financial policies.
Audit Committee
Remuneration committee

Responsible for the overall management of impellam group

  • Monitors and reviews the strategy and its development, the financial and operational performance of the Company and risk management
  • Monitors and reviews internal and external factors that affect the Company
  • Sets standards, values and policies
  • Ensures the Company is meeting its objectives and has the correct resources in place
  • Approves financial policies
  • Reports to shareholders
  • Oversees internal controls
  • Responsible for corporate governance.

Remuneration committee

  • Sets, reviews and recommends to the Board remuneration for Directors and other senior executives, and sets overall remuneration strategy and policy for the Group.

Impellam executive team

  • Devises the Group strategy and financial plan for approval by the Board, and then implements the same.
  • Approves the strategic and financial plans of the sub-brands and divisions, and monitors the implementation and delivery of those plans.

Senior leadership team

  • Responsible for the day-to-day management of the Group and its operations.

QCA statement of compliance

Chairman’s Introduction

As Chairman, it is my responsibility to ensure that the Board is set up to make robust decisions and manage risk to achieve good corporate governance.

The Board is pleased to confirm that Impellam Group plc has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code (“the Code”) in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-quoted companies to implement and comply with a recognised corporate governance code.

The Company Statement of Compliance with the Code sets out in broad terms how we currently comply and going forward we will provide annual updates.

Lord Ashcroft KCMG PC, Chairman.

Click here to view the full report.

Board of directors

Lord Ashcroft KCMG PC
Non-Executive Chairman
Appointed: December 2014
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Lord Ashcroft is an international businessman, author, Philanthropist and pollster. His many, varied business interests include significant investments and participation in both public and private companies in the UK, US and the Caribbean.

He was appointed Non-Executive Chairman of the Company in December 2014. In September 2012, he was appointed a member of the Privy Council and was made the Government’s Special Representative for Veterans’ Transition, working with all departments to ensure military personnel receive the support they need when making the transition to civilian life. Lord Ashcroft supports a wide range of charities, including those dealing with crime prevention and education. He is the founder and Chairman of Trustees of both Crimestoppers and the Ashcroft Technology Academy, Chancellor of Anglia Ruskin University who awarded him an Honorary Doctorate in 1999, Patron of the Forces in Mind Trust Research Centre, Vice Patron of the Intelligence Corps Museum, Ambassador to SkillForce, a Trustee and President of the West India Committee, a Trustee of the Imperial War Museum and a Trustee of the Cleveland Clinic in the US. He resigned from the House of Lords in 2015 to concentrate on other areas of his work. In 2016, Lord Ashcroft was made Knight Grand Cross of The Imperial Order of The Holy Trinity (Ethiopia) and a Fellow of the Royal Canadian Geographical Society and in 2017, he was made a Senior Fellow of the International Strategic Studies Association.

Julia Robertson
Group Chief Executive Officer
Appointed: April 2013
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Julia Robertson was appointed Group Chief Executive Officer of the Company in April 2013.

She joined the Group in 2000 following the acquisition of Tate and increased her remit over time such that she became divisional CEO of Impellam’s UK Staffing and Managed Services businesses after the 2008 merger. Prior to working for the Group, Julia was Chief Executive of the Institute of Employment Consultants (now known as the Recruitment Employment Confederation), the professional body for the UK recruitment industry. She also founded her own recruitment business in 1986, which was sold to the Group alongside Tate.

Mike Ettling
Independent Non-Executive Director
Chair of Audit Committee
Appointed: September 2013
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Mike Ettling was appointed a Non-Executive Director of the Company in September 2013.

Mike is a Chartered Accountant with over 20 years’ experience of executive management, particularly in the technology and HR outsourcing sector. Most recently he was the President of SAP Success Factors, the HR Cloud software business for SAP SE. Prior to this, Mike was Chief Executive of NorthgateArinso, a global HR services company. He has served as Vice President, Global BP Strategy and Operations with Unisys. Mike is also a Director of NCC PLC in Manchester, Move Guides Inc in San Francisco and Business Connexion Limited in Johannesburg.

Angela Entwistle
Non-Executive Director
Chair of Remuneration Committee
Appointed: September 2012
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Angela Entwistle was appointed a Non-Executive Director of the Company in September 2012.

Angela is a Corporate Communications Specialist working with companies in the private sector including Anne Street Partners Limited and Conservative Home Limited. She is a Non-Executive Director of Dods Group, a specialist political publishing house, and a Non-Executive Director of the Devonshire Club, a new private members club in the City of London. Angela was Corporate Communications Director of ADT Limited, an international business services company and the world’s leader in electronic security solutions, from 1986 to 1997. She is significantly involved in a number of charities including acting as Trustee of both Crimestoppers, the only UK charity dedicated to solving crimes, and Prospect Education (Technology) Trust Limited, the umbrella charity of the Ashcroft Technology Academy. Angela is not considered to be independent due to her links with the major shareholder.

Michael Laurie
Independent Non-Executive Director
Member of Audit Committee and Remuneration Committee
Appointed: July 2014
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Michael Laurie was appointed a Non-Executive Director of the Company in July 2014.

He is also a Non-Executive Chairman of SUSD Limited, a property development company that promotes sustainable architecture. Michael was an army officer for 34 years. He held the role of Major General at the Ministry of Defence until 2003, when he became the CEO of the Crimestoppers Trust. There, he led a period of transformation before retiring from the position in 2013.

Baroness Tina Stowell of Beeston MBE PC
Independent Non-Executive Director
Appointed: October 2017
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Baroness Tina Stowell of Beeston MBE PC has held a number of senior positions in media and government throughout her career.

The Right Honourable Baroness Stowell of Beeston has held a number of senior positions in media and government throughout her career. Since 2011, she has been a member of the House of Lords and was Leader of the House from 2014 to 2016. Before entering the House of Lords she worked at the BBC between 2001 and 2010 and was Head of Corporate Affairs. She currently is a director of ABTA Limited and is Chairman of the Charity Commission for England and Wales.

Rebecca Watson
Group General Counsel and Company Secretary
Appointed: May 2008
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Rebecca Watson was appointed as Group Company Secretary and General Counsel of the Company in May 2008.

She spent the previous five years as Company Secretary and General Counsel for The Corporate Services Group Plc, having joined the Group in 1998 as Company Solicitor. Prior to this, she was in a private practice, acting for a range of corporate clients. She has been a qualified solicitor since 1993.

Corporate Governance statement

The Impellam Group Board

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.

Board tenure as at March 2018

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

Re-election of Directors at the 2018 AGM

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.

The Board and its Committees

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.

Internal control

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.

Dialogue with shareholders

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.

Our approach to tax

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.

AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules.

Description of the Business

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.

Directors’ Names and Biographies

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

Board Of Directors

Directors' Committees

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.

Country of Incorporation and Main Country of Operation

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.

Details of any Other Exchanges or Trading Platforms

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

Number of Securities in Issue

As at 08 November 2018, the Company has 49,899,015 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.

Significant Shareholders’ Information

 

Shareholder Name - % Holding

Lombard Trust - 51.59% as at 23 November 2018

Hof Hoorneman Fund Management - 10.44% as at 23 November 2018

Schroder Investment Mgt - 5.15% as at 23 November 2018

Hendrik Van Heijst - 5.05% as at 23 November 2018

Theodoor Gilissen Bankiers - 4.57% as at 23 November 2018

Lord Ashcroft - 4.46% as at 23 November 2018

Director Shareholdings

 

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

Details of Any Restrictions on the Transfer of Securities

None

Financial Information

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

Company Announcements

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

Regulatory News

Admission Document, Constitutional Documents and Circulars Advisers