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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

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

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.

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

Directors: 383,471,722 (17.3%)

Secarma: 292,292,565 (13.2%)

Dene Stacey: 210,416,666 (9.5%)

Schroder Investment Management: 174,142,801 (7.9%)

Killik & Co.: 111,647,754 (5.1%)

Fidelity: 94,400,000 (4.3%)

Steve Watts: 89,285,715 (4.0%)

Number of shares in issue 2,210,645,984

Number of shares not in public hands 725,512,930 equivalent to 32.8%

This information was last updated on 16 July 2019

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