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
- 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.
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.
- 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
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.
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Board of directors
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 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.
Chair of Audit Committee
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.
Chair of Remuneration Committee
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.
Member of Audit Committee and Remuneration Committee
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 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 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 Board of Directors comprises the Non-Executive Chairman, one Executive Director and four other 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 period ended 4 January 2019, the Board met on eight occasions.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of HR, technology, finance, communications, media, and government. There is an appropriate gender balance with the Board consisting of three male and three female members.
The Chairman assesses the individual contribution of each of the members of the Board to ensure a well-balanced and committed team. Over the next twelve months, the Board will assess its performance as a unit to ensure the members collectively function in an efficient and productive manner. In addition, a review of succession planning will be undertaken.
Lord Ashcroft KCMG PC - 4 years, 3 months
Julia Robertson - 5 years, 11 months
Angela Entwistle - 6 years, 6 month
Mike Ettling - 5 years, 6 month
Michael Laurie - 4 years, 8 months
Baroness Tina Stowell - 1 year 6 months
Rebecca Watson - 10 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 2019 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 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 4 January 2019, it met on three occasions. The Audit Committee comprises two Non-Executive Directors: Mike Ettling (Chair) and Michael Laurie.
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 4 January 2019 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 in relation to the 2018 financial period ended 4th January 2019.
(Updated 12th December 2018.)
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.
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) ia a leading provider of Managed Services and Specialist Staffing in the UK, North America, Australasia, the Middle East and Europe. Working with them are 3,200 Impellam people, bringing a wealth of expertise through our 18 market leading brands across 165 locations.
Every year, we connect carefully chosen candidates with fulfilling jobs at all levels. They include doctors, lawyers, accountants, nurses, teachers, cleaners, scientists, receptionists, security guards, drivers, chefs, administrators, engineers, warehouse operatives and technology specialists.
Underpinning everything we do is our ‘high-retention strategy’. It is centred on making and keeping promises to deliver better results and experiences to our customers, candidates, employees and investors.
Please click on the link below for the names of the directors and brief biographical details of each.
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.
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 14 March 2019, the Company has 49,254,299 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 - 51.96% as at 23 January 2019
Schroder Investment Mgt - 5.18% as at 23 January 2019
Hendrik Van Heijst - 5.08% as at 23 January 2019
Lord Ashcroft - 4.49% as at 23 January 2019
Director Name - Holding
Lord Ashcroft (Non-Executive Chairman) - 2,223,755 (4.42%) as at 22 February 2019
Julia Robertson (Chief Executive Officer) - 153,910 (0.31%) as at 22 February 2019
Mike Ettling (Non-Executive Director) - 10,860 (0.02%) as at 22 February 2019
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.