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Investor Overview (Company Overview)

AIM Rule 26 Information

The information included on this page is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

A description of the company’s business

Shearwater Group is an AIM-listed company focused on building a UK based group providing digital and organisational resilience for corporate clients domestically and globally.

Our aim is to acquire and develop information security, cyber security companies and risk management with a leading product, solution or service capability whose full potential can be unlocked through active management and capital investment.

We will deploy a ‘buy, focus, grow’ strategy to deliver enhanced value through our acquisitions and help to solve the core scaling issues faced by SME information security and cyber security companies.

Names of directors and brief biographical details of each
Details of any committees of the board of directors and their responsibilities

Corporate Governance

A copy of the Company’s Corporate Governance Statement can be viewed via the following link:

Click Here to view our Corporate Governance Statement

The Board of Directors

Click here to meet the Board

The Board meets quarterly and is the main decision-making body. It has overall responsibility for management of the business and Group affairs including setting and monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the Shareholders.

Internal Financial Control

The Board is responsible for establishing and maintaining the Group’s system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Group concerned and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors are conscious of the need to keep effective internal financial control. Due to the relatively small size of the Group’s operations, the Directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Group. All the material business plans are appraised and agreed by the Board. The Board also engages independent professional advice on risk assessment matters where appropriate. It is the Board’s policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Audit Committee

The Audit Committee meets annually and comprises our Non-Executive Directors.The Committee is responsible for ensuring that the financial performance of the group is properly reported on and monitored, and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal controls. The Committee also reviews the Group’s annual and interim financial statements before submission to the Board for approval. The role of the audit committee is also to consider the appointment of the auditors, audit fees, scope of audit work and any resultant findings.

The Remuneration Committee

The Remuneration Committee meets every six months and comprises our Chairman and Non-Executive Directors.It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Group. The remuneration of the Chairman and the Non-Executive Directors is determined by the Board as a whole, based on a review of the current practices in other companies.

The Nomination Committee

The Nomination Committee meets every six months and comprises our Chairman and Non-Executive Directors.The Committee is responsible for reviewing the size, structure and composition of the Board of Directors, succession planning and identifying and monitoring candidates for all Board appointments.

Advisory Panel

The advisory panel has been created to provide strategic guidance and technical advice to Shearwater’s main board, and Advisory Panel members will be responsible for tracking developments in the digital resilience sector as well as supporting the Group in accessing growth opportunities via their extensive network of contacts.

Country of incorporation and main country of operation

Shearwater Group plc is traded on AIM, incorporated in England and Wales, with its main operations in the United Kingdom.

Corporate governance

The Board of Directors 

Details of all members of the Board are set out in the Annual Report. 

The Directors recognise the importance of sound corporate governance and the Company complies with the principles and minimum disclosures of the QCA Code. The main features of the Existing Group’s corporate governance arrangements are: 

  • The Board intends to meet at least six times per year for formal Board meetings. It will approve financial statements, dividends and significant changes in accounting practices and key commercial matters, such as decisions to be taken on whether to take forward or to cancel a material collaboration project or commercial agreement. There is a formal schedule of matters reserved for decision by the Board in place.

 

  • Currently, the Board includes three Non-Executive Directors who are considered by the Directors to be independent for the purposes of the QCA Code, Robin Southwell, Stephen Ball and Giles Willits. Robin joined the Board on 10 October 2016 and prior to this had no association with the Company. Stephen joined the Board on 24 October 2016 and prior to this had no association with the Company. Giles joined the Board on 9 December 2016 and prior to this had no association with the Company. Accordingly, the Directors consider that Robin, Stephen and Giles satisfy the independence criteria based on the judgement of the Board, with Stephen appointed the senior independent Non-Executive Director of the Company.

 Internal Financial Control 

The Board is responsible for establishing and maintaining the Company’s system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Company and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. During the period, the Group commenced implementation of a Group wide purchase to pay system which will consolidate the Groups purchasing as well as enhance the internal control environment. The Directors continue to review the Group’s systems of internal financial control as it grows to ensure that they are appropriate to the size

of business. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Company. The Directors will continue to reassess internal financial controls as the Company expands further. 

Board Committees

 Audit Committee

The Audit Committee’s principal functions include ensuring that the appropriate accounting systems and financial controls are in place,

monitoring the integrity of the financial statements of the Company, reviewing the effectiveness of the Company’s accounting and internal control systems, reviewing reports from the Group’s auditors relating to the Company’s accounting and internal controls, and reviewing the interim and annual results and reports to Shareholders, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least two times a year, with regard to the reporting and audit cycle. Giles Willits has recent and relevant financial experience through his role as CFO of other UK listed companies and acts as Chairman. David Williams and Stephen Ball are the other members of the Audit Committee.

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration packages for Directors. The Remuneration Committee considers all aspects of the Executive Directors’ remuneration, including pensions, bonus arrangements, benefits, incentive payments and share option awards, and the policy for, and scope of any termination payments. The remuneration of the Non-Executive Directors is a matter for the Board. The Remuneration Committee meets at least twice a year and at such other times as may be deemed necessary. No Director may be involved in discussions relating to their own remuneration. David Williams acts as Chairman of the Remuneration Committee and Robin Southwell is the other member of the Remuneration Committee.

Nomination Committee

The Nomination Committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge

and experience required to ensure the Board operates effectively. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors. David Williams acts as Chairman of the Nomination Committee with Stephen Ball as the other member of the Nomination Committee. 

The Board are in the process of introducing a formal internal evaluation of its own members and each of its subcommittees. The Board

have noted that its’ diversity does not reflect the position across the Group and will continue to look to address this. Succession planning has been informally discussed by the Board however no formal plans have been drawn up as yet owing to the relatively short length of tenure of both existing executives. The Board, through the nomination committee will look to complete a formal succession plan in the next twelve months.

Significant shareholders, AIM shares in issue, and shares not in public hands 

Significant Shareholdings:


Secarma: 2,922,925 (12.3%)

Philip Higgins: 2,303,750 (9.7%)

Schroder Investment Management: 2,113,323 (8.9%)

Dene Stacey: 2,104,166 (8.8%)

Killik & Co: 1,478,410 (6.2%)

David Williams: 1,433,757 (6.0%)

Steve Watts: 892,857 (3.8%)

Columbia Threadneedle: 790,414 (3.3%)


Number of shares in issue: 23,801,419


Number of shares not in public hands: 7,328,710 (30.8%)


Director Shareholdings:


Philip Higgins: 2,303,750 (9.7%)

David Williams: 1,433,757 (6.0%)

Robin Southwell: 155,000 (0.7%)

Stephen Ball: 119,444 (0.5%)

Giles Willits: 67,717 (0.3%)

Paul McFadden: 1,715 (0.0%)

Total: 4,081,383 (17.1%)

This information was last updated on 30th September 2020

UK City Code on Takeovers and Mergers 

Shearwater Group plc is subject to the UK City Code on Takeovers and Mergers

Trading platform and exchanges 

Shearwater Group plc shares are traded on AIM only. They are not traded on any other exchange or trading platforms.

Restrictions 

There are no restrictions on the transfer of the Company’s securities

Notifications made to AIM in the last 12 months