TWP Governance | Strategic Framework

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Purpose: To be a check and balance for the board of directors.

Matters reserved for members

Members decisions are made by way of Ordinary Resolutions or Special Resolutions.

By special resolution (a majority of not less than 75%)

Amendments to the articles of association.
Change company name.
Some types of alteration to share capital (see ‘Share Transfer’)
Payment for TWP to purchase its own shares.

By ordinary resolution (simple majority)

alterations to the accounting reference date.
Some types of alteration to share capital (see ‘Share Transfer’ on page 12)
Appointment of auditors (subject to the maximum engagement period outlined in Section 49ZA of the Companies Act 2006; fixing their remuneration, liability limitation agreements; and with special notice, removing them at any time.
Expenditure on company business where the aggregate value of the transaction or other relevant or associated transactions or arrangements, exceeds £50,000.
Loans to directors or persons connected with them where the aggregate exceeds £10,000.
Quasi Loans to directors or persons connected with them where the aggregate exceeds £10,000.
Credit transactions for the benefit of directors or persons connected with the directors where the aggregate exceeds £10,000 or the credit transaction is entered into in the ordinary course of TWP’s business.
Related arrangements, whereby the transaction would have required approval of the members had the transaction been entered into by TWP.
Political donations of £5,000 or more.
Substantial property transactions (non-cash asset) acquired from or sold/granted to a director or person connected the director (directly or indirectly). The meaning of ‘substantial’ can be found in Section 191.
The final dividend, on condition it doesn’t exceed that recommended by the directors.
The capitalisation of profits not required for paying preferential dividends, whether or not they are available for distribution; and any amount in credit on the share premium account or capital redemption reserve.
Appointment of a person who is willing to act as director and has been proposed by the directors.
Alter the maximum and minimum number of directors for TWP.
directors employment contracts under which the guaranteed term of employment, or the aggregate of any new contracts, is longer than two years.
Payments for loss of office where the aggregate doesn’t exceed £200.
Ratify acts of directors (approve after the event has occurred)

A member may delegate their powers to a proxy, including the right to demand a poll.

Invitations to appoint a proxy will be sent with the notice of meeting along with a form in format prescribed by Articles 60 and 61.

To be valid, the form should be returned to TWPs registered address:

(i) Not less than 48 hours before the meeting; or

(ii) In the case of a poll to be taken more than 48 hours after it was demanded, not mmmore than 48 hours after it has been demanded and not less than 24 hours mmbefore the time appointed for taking the poll. Or it should be handed to a director:

(iii) In the case of a poll to be taken within 48 hours of the time it was demanded, at mmthe meeting at which the poll was demanded.

The procedure to terminate a proxy can be found in Companies Act 2006, Section 330

Are made by members with voting rights (or proxy, or authorised representative for corporate members). For joint shareholders, only the vote of the member listed first in the register shall be accepted.

An ordinary resolution or special resolution can be made:

In writing, where there is only one member - a meeting isn’t necessary, unless the resolution is pursuant to sections 303 and 391 of the Act [Article 10(i)]. Instead, they should record their decision in writing and deliver it to TWP for entry into the Company’s minute book.

Written resolution[1] , signed by all members with voting rights - the resolution can consist of several documents (including electronic) each signed by one or more members or their proxy. But an alternate director appointed by an alternate director need not sign in that capacity. [Table A, Regulation 53] Every signing member shall have one vote - a written resolution must be signed within 28 days for the vote to count and it can’t be used for removing a director or auditor before the end of their office.

By majority vote at a general meeting - decided on a show of hands unless a poll is requested before or on declaration of the result [Table A, Regulation 46]. Every attending member shall have one vote

By Poll - For a poll, each attending member shall have one vote for every share and isn’t required to use all of them in the same way. A member may appoint more than one proxy to attend on the same occasion. A poll can’t be used to elect a chair or adjourn the meeting.

Details on how to appoint a proxy can be found on page 18.

[1] Only members eligible ot vote at the time of the first copy being circulated [Companies Act 2006, Section 289]

Because TWP is a private company, there’s no statutory requirement for TWP to hold general meetings, including an AGM and its articles don’t contain a requirement for them either.

Types of meeting

Extraordinary general meeting (EGM) - all business shall be deemed ‘special’ unless it is for declaring a dividend, the consideration of the accounts, balance sheets and reports of the directors; also the appointment of, remuneration of and reports of the auditors.

Annual general meeting (AGM) – must be held at least once a year, within nine months of the accounting reference date, irrespective of what other meetings are held.

Class meetings – We don’t have any differing classes of share, but these are covered in the Companies Act 2006, Section 334 to 335

Calling a meeting

The board will usually call a general meeting, or if there aren’t sufficient directors in the UK, then any director or member may call a meeting.

Members may also require the directors to call a general meeting. The request must be made by members whose shares aggregate at least 5% of the paid-up share capital which carry voting rights and the requests should be made line with the Companies Act, Section 303.

Notice of meetings

Notice Period

EGM

Must be convened within 8 weeks from, but no earlier than 14 days of the requisition date. It may be called earlier if voted for by the majority of at least 95% of the members entitled to attend and vote at the meeting.

EGM – special resolution or appointment of a director

21 clear days’ notice. It may be called earlier if voted for by the majority of at least 95% of the members entitled to attend and vote at the meeting.

AGM

21 clear days’ notice. It may be called earlier if all members entitled to vote agree.

If a resolution requires special notice, then 28 days’ notice must be given.

Notice of the meeting shall be given in writing, shall specify the time & place of the meeting and the general nature of the business to be discussed. It shall also include a statement of members rights.

In the case of an AGM, it must state so and for special resolutions, explain the general nature of the special business.

Notices shall be sent to every member and director of TWP - accidental failure to give notice is covered in Companies Act 2006, Section 313 and ‘address’ shall include electronic addresses.

In the event of death or bankruptcy of the shareholder

Addressed to the person entitled, representatives of the shareholder or trustees of the bankrupt shareholder, at the address supplied by them for that purpose. If no address has been given, then to the shareholder’s address.

Joint Shareholders

Address of the member listed first in the register.

Sole Shareholder

Address provided by the member

Notices shall be deemed to have been received:

By Hand

When handed to the shareholder

Facsimile

Pre-paid Registered Post

To/from Non-UK Address - seven clear days

Recorded Delivery Post

To/from UK Address - two clear days

Next Business Day

A member present at a meeting, either in person or by proxy, shall be deemed to have received a notice. The accidental omission, to give notice, or non-receipt of notice shall not invalidate the proceedings at that meeting.

Quorum

For a meeting to commence, at least two members, or their proxy, or where a corporate entity, its authorised representative, must be present. Where TWP only has one member, then the one member, their proxy, or the authorised representative, shall be a quorum.

If a quorum isn’t present within half an hour of the meetings’ start time, or ceases to be present, then the meeting shall be adjourned for seven days at a time and place determined by the directors.

If a quorum isn’t present at the new meeting, then the new meeting shall be dissolved.

Chair

A general meeting will be presided over by a director appointed by the board. If this director isn’t present within 15 minutes of the meeting start, then the directors present shall nominate another of their number to preside. Where no director is present or willing to act, then the members may elect one of the members entitled to vote (and present) to preside (including proxies).

The chair shall declare whether a resolution has been passed, or passed with a particular majority. This shall be conclusive evidence of the fact without proof.

Proceedings

Where a quorum is present, the Chair may adjourn a meeting (with the consent or direction of the members) from time to time and place to place.

Only business scheduled to be transacted at the adjourned meeting shall be transacted at the new meeting and the resolution, if passed, shall be deemed to have been passed on the date of the adjourned meeting.
If adjourned for 14 days or more, then at least 7 clear days’ notice shall be given of the new meeting, otherwise it’s not necessary to give notice.

Meeting Minutes & Resolutions

TWP shall keep copies of all resolutions, minutes of all meeting proceedings and details supplied to TWP by a sole member.

All appointments made; and
An overview of the topics discussed and of all proceedings at meetings of TWP, of the holders of any class of shares in TWP, including the names of the directors present at each such meeting; and
Decisions recorded at the meeting (including dissenting opinions), along with assigned tasks and timescales.

The minutes of each meeting shall be confirmed as a correct record at the next meeting and a copy circulated to all members.

The signed minutes are to be filed and held at the registered office of TWP and members will receive copies of those minutes as soon as is practicable.

The directors must be objective in their decision making and the members should be aware of the fact that directors cannot act in line with the interests of an individual member, or segment of members.

[1]

[1] IoD Corporate Governance Guidance and Principles for Unlisted Companies in the UK 2018, Page 17-18

"Directors shall not regard the company as an extension of the personal property of the owner. Although shareholders have legally defined economic entitlements (e.g. to dividends) and powers vis-à-vis the board (e.g. to appoint and remove directors), it is directors – not shareholders – that are charged with directing the affairs of the company. And this must be undertaken in the interests of the company as a whole.”

The role of the board of directors (“the board” ) is one of stewardship. Its primary and major purpose is to responsibility to oversee the conduct of TWPs business and navigate its management through changing circumstances in order to promote its long term success[1]. The board's powers are outlined in the memorandum of association.

Because of TWPs size, the board also directly manages the day-to-day operations of business.

It is the board as a whole, and not individual directors, shareholders or staff that set direction, policy and manage operations. No individual or groups of individuals shall dominate the board’s decision making.[2]

[1] Principle A - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[2] Principle G - UK Corporate Governance Code, Page 6 (Financial Reporting Council)

Matters reserved for the board

The board shall not delegate the responsibilities for managing its own affairs or evaluating its own performance[1], including:

changing the number of directors constituting a quorum.

selecting the chair; determining and approving the responsibilities of the chair.

ensuring it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently.[2]

authorising any conflicts of interest declared by a director.

constituting committees of the board, determining what matters are delegated to them and approving their terms of reference; and the division of responsibilities between members of staff. Holding committees or individuals to account for the duties delegated to them.

nominating candidates for election to the Board; reviewing the terms of reference for the board, its structure, size and composition in terms of diversity of skills, gender social and ethnic backgrounds, cognitive and personal strengths; and ensuring a strategy for succession planning is in place.[3]

The following matters are also reserved for the board:

Strategy:

The board shall:

determine TWP’s vision, mission, values; set the strategies by which it proposes to reach those goals and oversee the delivery of those strategies.[4]

determine TWPs structure, and ensure there’s an effective governance and internal control framework in place; including establishing accountability, transparency and that TWP meets the FCAs threshold conditions; along with a consensus-oriented participatory culture35 and diverse inclusiveness throughout TWP.

assess the basis on which TWP generates and preserves value over the long-term.

approve the budget and any expenditures that deviate materially from the approved budget, or expenditure for which the board retains rights of, or requires their approval by the articles of association, resolutions or statute.

approve corporate actions such as acquisitions, disposals, loans to directors or persons connected with them, credit transactions, funding arrangements, commencing or terminating of business activities; or instead put any such transaction before the shareholders for approval where required by TWPs articles of association, resolutions or statute.

approve pension schemes, staff benefits and remuneration.

approve and sign any deeds, guarantees, applications, agreements, contracts and insurances.

monitoring the performance of TWP against the strategic, governance, risk & financial plans.

prosecution, commencement, defence or settlement of, or appeal against the outcome of, actual or potential litigation, an alternative dispute resolution mechanism or regulatory proceedings.

reviewing all systems and controls regularly, at least once a year.

Policies and procedures:

The board will develop, approve, ensure implementation of and subsequently monitor compliance with:

systems and controls to ensure TWP operates at all times within applicable laws and regulations to the highest ethical and moral standards; and that those systems and controls are consistent with its values and support its long-term sustainable success.[5]

systems and controls for maintaining the integrity of and implementing TWP’s internal financial control, management information systems and external audit.[6]

establish a framework of systems and controls to identify the principle risks of TWP’s business[7], including failure of the firm, where it can be used to further money laundering & financial crime and takes all reasonable steps to ensure the implementation of appropriate systems to manage these risks.[8]

Management:

The board:

ensures TWP has the best possible executive leadership and is operating effectively.

decides what responsibilities shall be delegated to executive leadership, a level of remuneration that fosters the long term success of TWP and is aligned with its purpose and values.[9] [10]

ensures the necessary resources are in place for TWP to meet its objectives.[11]

allocates FCA approved functions and their removal in line with SYSC 24 and ensures TWP complies with its obligations under the regulatory system.

approves the statements of responsibilities for all senior management (including members of the board).[12]

has the responsibility to ensure that plans are made for management succession and development.

Capital:

The board may:

allot grant option over, or otherwise deal with or dispose of any relevant securities as defined by Section 540 of the Companies Act 2006[13] on terms they deem to be fit, subject to the provisions of the Companies Act, Sections 549-550.[14]

dispose of declined shares in any manner which they deem to be the most beneficial to TWP.

approve share transfers.

approve interim dividends and recommendation of final dividends to shareholders.

Communication:

The board has the responsibility to:

account to, and be responsible to shareholders and other stakeholders.

to call all types of general meeting.

Reporting:

The board has the responsibility to:

ensure that the financial results are reported fairly and in accordance with generally accepted accounting principles and the Companies Act 2006; approve and sign them.

present a fair assessment of TWPs position and prospects[15]; and approves the annual report.

ensure the timely reporting of all FCA reporting requirements and of any other developments that have a significant and material effect on TWPs performance as required by the FCA or under the Board Terms of Reference or Governance Manual.

ensure TWP has a policy in place which enables it to communicate effectively with its members and or those it serves.

[1] Principles L - UK Corporate Governance Code, Page 8 (Financial Reporting Council)

[2] Principle I - UK Corporate Governance Code, Page 6 (Financial Reporting Council)

[3] Principles J & K - UK Corporate Governance Code, Page 8 (Financial Reporting Council)

[4] Principle B - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[5] Principle E - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[6] Principle M - UK Corporate Governance Code, Page 10 (Financial Reporting Council)

[7] Principle C - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[8] Principle O - UK Corporate Governance Code, Page 10 (Financial Reporting Council)

[9] Principles P, Q & R - UK Corporate Governance Code, Page 13 (Financial Reporting Council)

[10] ‘Aligning Incentives’ – IoD Corporate Governance Guidance and Principles for Unlisted Companies, Page 18

[11] Principle C - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[12] Principle G - UK Corporate Governance Code, Page 6 (Financial Reporting Council)

[13] Replaces Section 80(2) of the Companies Act 1985

[14] Replaces Section 80 of the Companies Act 1985

[15] Principle N - UK Corporate Governance Code, Page 10 (Financial Reporting Council)

Specifically mentioned in the Companies Act 2006 are:

Approval of directors employment contracts under which the guaranteed term of employment, or the aggregate of any new contracts, is two years or less.

Appointing a person as director, whether to fill a vacancy or increase the number of directors; as long as it doesn’t cause the number of directors to exceed the maximum stated in the Articles of Association.

Appointing a company secretary on any term of appointment, remuneration and condition which they see fit; and removing any company secretary.

Appointing one of their number to the office of managing director or any other executive office under TWP on any employment terms (including remuneration) that they see fit (subject to the provisions of the Companies act 2006). If they cease to be director, then their appointment to an executive office will also cease.

Payments to a director for any services they provide which are outside the scope of the ordinary duties of a director.

Payments for loss of office where the aggregate is £200 or less.

Specifically mentioned in the Companies Act 2006 are:

Expenditure on company business where the aggregate value of the transaction or other relevant or associated transactions or arrangements is £50,000 or less.

Loans to directors or persons connected with them where the aggregate is £10,000 or less and intra-group loans or security.

Quasi Loans to directors or persons connected with them where the aggregate is £10,000 or less.

Credit transactions for the benefit of directors or persons connected with the directors where the aggregate is £10,000 or less.

Credit transactions or other contracts on behalf of TWP which are in the ordinary course of it’s business.

Providing a director a loan towards defending proceedings for alleged negligence, default, breach of duty or trust; or for relief under section 661(3) or section 1157. The terms of the loan must comply with Companies Act 2006, Section 205(2).

Expenditure in connection with regulatory action or investigation.

Borrowings of any amount upon any terms.

Provision for employees on cessation or transfer of business.

The board doesn’t currently delegate any of its authorities.

The board does delegate the implementation of approved policies, strategies, management decisions, operational plans and certain monitoring tasks to individual directors or other staff. The board retains oversight of the delegated authorities and tasks and must hold the delegate accountable. The delegated duties must be returned to the board at the request of any member of the board.

TWP has a systematic approach toward the delegation of authority which is formalised in writing. Subject to the By-laws of the organization the board may constitute, seek the advice of, and, delegate duties and responsibilities to:

a committee consisting of one or more directors. Where the committee has two or more members, proceedings should be governed as if it were a board meeting, so far as it is possible.

a managing director or any director holding another executive office of such of their powers as they consider desirable to be exercised by that director.

any person appointed to be the agent of TWP for such purposes and on such conditions as the board see fit, including authority for the agent to delegate all or any of their powers.

The board can impose any conditions they wish on the delegation, and either with or to the exclusion of its own powers, subject to the FCA requirements in COCON 4.2.17 to 4.2.24.

Because of its size, the board generally executes written resolutions.

The Articles of Association allow for decisions to be made in the following ways:

Written resolution, signed by all directors - any resolution evidenced in writing or by electronic (including email) means, by such member or members of the Board as would have been necessary to pass such resolution had all members of the Board been present at a meeting to consider such resolution, shall be valid and effective as if it had been passed at a meeting of the Board duly convened and held, provided that notice and details of the proposed resolution have been given in advance to all members of the board. The resolution can consist of several documents each signed by one or more directors. But an alternate director appointed by an alternate director need not sign in that capacity.

By a simple majority vote (show of hands) at a directors meeting. If the numbers of votes for and against a certain proposal are equal, the chair has a casting vote in addition to any vote they may already have. A director who is also an alternate director has a second vote on behalf of their appointer in their absence.

Any question of a director right to vote arises at a meeting, it shall be referred to the Chair whose decision shall be final.

Except as otherwise stated in these terms of reference, the board shall determine its own procedures for meetings.

The locations for board meetings will usually be in the registered office.

Meetings can be held by any electronic means that enables all attendees to communicate interactively and simultaneously. Such a meeting shall be deemed to be held at any place the directors resolve, or at the place the majority of directors are present or where that doesn’t occur, where the Chair is physically present.

Notice of meetings

An agenda for each Board meeting will be circulated by email at least seven days before the date of the meeting or, in the event of urgency, at the earliest opportunity.

The board will annually, by the end of each December, determine the dates, times and places of board and committee meetings for the following year. A list of the future meeting dates and any agenda items will be made available to all members of the board.

The date, time and place of any ordinary board meeting, may be re-arranged by either director. The board can agree to convene an additional meeting or cancel any meeting where there are no matters for decision or discussion.

If they are out of the UK, a director may supply a non-UK address, email address, telex or facsimile number for the notices.

Quorum

For a meeting to commence, a quorum of at least two directors (including alternate directors), must be present. Where TWP only has one director, then that director can exercise all powers normally granted to the quorum by the Article of Association and Memorandum of Association.

Other staff can be invited to attend board meetings, as required by one or more of the directors and the number of guests shall not count towards the quorum.

The members of the board and guests may participate in a meeting from separate locations by means of conference technology or other communication equipment which allows them to be heard and hear each other; in these circumstances a members right to vote will be unaffected and they will be counted in the quorum.

Chair

The meeting should be presided over by a director appointed by the board and once appointed they will preside over every meeting (“the chair”) until removed by the board, which can be done at any time. TWP must seek FCA approval for the nominated chair before they are appointed.

If there isn’t a Chair appointed and FCA approved, or the Chair isn’t willing to preside or isn’t present within 5 minutes of the start of the meeting, then the directors may choose one of their number to preside over the meeting.

Proceedings

If board members aren’t able to attend a meeting, they must send their apologies in advance to the chair, or in the absence of a chair to all other directors.

All acts done by meeting of directors shall be valid even if it is later found that the appointment of any director was defective, or that they had previously been disqualified from holding office, or had vacated office, or weren’t entitled to vote.

Meeting Minutes & Resolutions

The directors shall nominate a person (including one of their own number) to take minutes for the following:

All appointment made by the directors; and

An overview of the topics discussed and of all proceedings at meetings of TWP, of the holders of any class of shares in TWP, and of the directors, and of committees of directors, including the names of the directors present at each such meeting; and

Decisions recorded at the meeting (including dissenting opinions), along with assigned tasks and timescales.

All declarations of interest, its nature and whether the individual concerned left the room for the discussion.

where directors have concerns about the operation of the board or the management of TWP that cannot be resolved, their concerns should be recorded. Error! Bookmark not defined.

The minutes of each meeting shall be confirmed as a correct record at the next meeting and a copy circulated to all board members. Board members will also be entitled to copies of the relevant minutes of the board committees.

The signed minutes of the board are to be filed and held at the registered office of TWP.

The Seal

TWP doesn’t currently have a seal, documents and agreements are signed in line with the Companies Act 2006, Section 44

TWPs articles allow a director with an interest in any agenda item to take part in discussions, vote and count towards a quorum. However, they should still declare their interest in line with Companies Act 2006, Section 184

for a resolution in writing - declare their interest to all other directors before the discussion takes place.

for a meeting - notify the chair in advance of the meeting and declare the nature of the interest at the meeting before the matter is discussed. If the chair has an interest, they should notify all board members In the event it is the chair who has the interest and the chair is not a director, then the board shall decide whether the chair shall remain present.

Through constructive challenge, the board examines the issues and goals of TWP and the potential solutions towards ensuring that decisions made are in its long-term interests.

Balancing competing needs

The decisions the board takes may often have different, sometimes competing or even opposite consequences for different stakeholders.

The board strives to identify the impact of its decisions on all stakeholders and balance their interests impartially and equitably.

The total number of board members must not be less than one and there is no maximum to the number of members there can be. All board members must be approved in line with the FCA regulations before they can be appointed.

The board currently comprises[1] of one executive director who also has SMF3 approval from the FCA

[1] One tier Board = mix of ED & NED; Two tier Board = highest decision (supervisory board) = NED. This oversees the executive board (which is responsible for execution and operational matters).

When carrying out their respective responsibilities, the chair, members of the board and members of committees must work to the highest personal and professional standards and will:

be expected to endorse and exemplify the TWP values of integrity, expertise, transparency, accountability and inclusion.[1]

When handling information either provided or created in the course of the TWP’s work, directors must comply with the TWP’s information security policies, procedures and guidance and ensure that the confidentiality of the information is maintained and that it is protected from unauthorised disclosure or access.

comply with the requirements as laid out in the Companies Act, Sections 171-177 (the general duties).

Section 171 - The duty to act within powers

Directors must act in accordance with the articles of association and resolutions of general meetings, and only exercise powers for the purposes for which they are granted.

Section 172 - The duty to promote the success of the company

Directors must act in a way which they consider, in good faith, will promote the success of TWP for the benefit of its members (shareholders) as a whole, having regard to: (a) the likely consequences of any decision in the long term; (b) the interests of TWP‘s employees; (c) the need to foster TWP‘s business relationships with suppliers, customers and others; (d) the impact of TWP‘s operations on the community and the environment; (e) the desirability of TWP maintaining a reputation for high standards of business conduct; (f) the need to act fairly as between members of TWP. (g) If TWP is insolvent, then the interests of the creditors as a whole become paramount.

Section 173 - The duty to exercise independent judgement

A director can take advice, but must exercise their own judgement on whether or not to act in accordance with that advice. This may involve some effort, especially if it’s an area in which they do not have much experience or knowledge. You must avoid being dominated or manipulated by a fellow Director or Shareholder and care should be taken to ensure that all Directors are involved in decision making.

Section 174 - The duty to exercise reasonable care, skill, and diligence

The test of an acceptable level of care is ‘what a reasonable person would do in looking after their own affairs’, but taking into account the knowledge, skill and experience that you actually have.

If you have specific skills (e.g. financial adviser, lawyer, qualified accountant) a higher standard will be expected in those areas.

If you don’t have the skills in a specific area, then this may extend to ensuring advice is sought from a suitably qualified third-party.

Directors should be sufficiently familiar with TWP’s affairs in order to meet their responsibilities for management of TWP’s business

Section 175 - The duty to avoid conflicts of interest

Directors must avoid situations in which they could have a direct or indirect interest that conflicts with the interests of TWP. Directors must not exploit company property, information or opportunity for their own personal benefit or direct the activities of TWP in favour of themselves (it’s immaterial whether TWP could take advantage of the property, information or opportunity).

This includes situations such as cross-directorships in a group and an interest in a competing business.

This duty continues after cessation of directorship.

Section 176 - The duty not to accept benefits from third parties

Other than corporate hospitality, you must not accept benefits from third parties because of your position. You must not accept bribes, commissions and other financial or non-financial compensation.

This duty continues after cessation of directorship.

Section 177 - The duty to declare interest in proposed transaction or arrangement

If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with TWP, he must declare the nature and extent of that interest to the other directors; e.g. if you have interests in another company with which your company is planning to do business. This also applies to deals involving someone connected with you, such as a relative.

You must not use your position to make private profits at TWP’s expense. Substantial deals between TWP and you must be approved by the shareholders.

follow the principles of the UK Corporate Governance Code as set out by the Institute of Directors
follow the principles Voluntary Code of Conduct for Directors as set out by the Institute of Directors, whether or not the government commission its implementation.

follow the FCA principles for businesses, the senior manager conduct rules and the individual conduct rules.

COCON 2.2.1 - You must take reasonable steps to ensure that the business of the firm for which you are responsible is controlled effectively.

COCON 2.2.2 - You must take reasonable steps to ensure that the business of the firm for which you are responsible complies with the relevant requirements and standards of the regulatory system.

COCON 2.2.3 - You must take reasonable steps to ensure that any delegation of your responsibilities is to an appropriate person and that you oversee the discharge of the delegated responsibility effectively.

COCON 2.2.4 - You must disclose appropriately any information of which the FCA or PRA would reasonably expect notice.

COCON 2.1.1 - You must act with integrity.

Including, but not limited to: not misleading (or attempt to mislead) by any act or omission - a client, the firm or the; and not provide false or inaccurate information to the firm, the firms auditors, the FCA or the PRA - More detail can be found in COCON 4.1.1

COCON 2.1.2 - You must act with due skill, care and diligence.

You must inform the firm (or its auditors) of material information of which it should have been aware, including reporting requirements under Companies Act 2006, Financial Services & Markets Act [#] and other legislation to which our firm must adhere. You should ensure you are sufficiently informed to be able to understand the risk of our firms trading, credit or other business activities; and where you delegate, you must maintain a level of understanding to oversee the delegated tasks - More detail can be found in COCON 4.1.2 to 4.1.8a

COCON 2.1.3 - You must be open and cooperative with the FCA, the PRA and other regulators.

More detail can be found in COCON 4.1.9 to 4.1.12a

COCON 2.1.4 - You must pay due regard to the interests of customers and treat them fairly.

More detail can be found in COCON 4.1.13 to 4.1.14a

COCON 2.1.4 - You must observe proper standards of market conduct

More detail can be found in COCON 4.1.15 to 4.1.18

Financial Reporting Council Guidance which hasn’t been adopted

Reports to shareholders of consultations with them where 20% or more vote against a resolution; and outline of actions it will take in order to carry out that consultation.

There are currently only two shareholders, so understanding the reasons for and against a resolution can be achieved by direct communication.

Appointment to the board of a director from the workforce or designated non-executive director, or the creation of a formal workforce advisory committee.

TWP’s workforce only has two members who are not also directors, so direct consultation can be made on a day-to-day basis – confidentially if required. Anonymous concerns may be difficult in some circumstances, but an e-drop box has been set up for the purpose. This is covered in the Company Manual.

At least half of the board should be non-executive and the board should appoint one of the NEDs to be the Senior NED for the purpose of providing the chair with a sounding board. NEDs should meet at least annually, without the chair present, to assess the performance of the chair.[2]

TWP is a small company and financial resources are limited. Rather than appoint a non-executive, the board has agreed to obtain third-party opinions to support board decisions wherever possible.

A nomination committee should be established to oversee the development of a diverse pipeline for succession lead the process for appointments and succession planning.[2]

TWPs size is such that any additional directors will render the board unwieldy in relation to its financial resources and number of staff - a nomination committee is not yet necessary.

Annual Re-election of directors. [2]

Directors don’t currently retire by rotation because it is a family owned, private limited company.

[1] Principle B - UK Corporate Governance Code, Page 4 (Financial Reporting Council)

[2] (Financial Reporting Council, 2018), page 7

PRINCIPLE 1 - Integrity

A firm must conduct its business with integrity.

PRINCIPLE 2 - skill, care and diligence.

A firm must conduct its business with due skill, care and diligence.

PRINCIPLE 3 - Management and control.

A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.

PRINCIPLE 4 - Financial prudence

A firm must maintain adequate financial resources.

PRINCIPLE 5 - Market conduct

A firm must observe proper standards of market conduct.

PRINCIPLE 6 - Customers' interests

A firm must pay due regard to the interests of its customers and treat them fairly.

PRINCIPLE 7 - Communications with clients

A firm must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.

PRINCIPLE 8 - Conflicts of interest

A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.

PRINCIPLE 9 - Customers: relationships of trust

A firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgment.

PRINCIPLE 10 - Clients' assets

A firm must arrange adequate protection for clients' assets when it is responsible for them.

PRINCIPLE 11 - Relations with regulators

A firm must deal with its regulators in an open and cooperative way, and must disclose to the FCA appropriately anything relating to the firm of which that regulator would reasonably expect notice.

PRINCIPLE 12 - Consumer Duty

A firm must act to deliver good outcomes for retail customers