Corporate Governance

The Board of Directors is responsible for corporate governance

The Board of Directors consists of one executive and three non-executive directors. The company has appointed non-executive directors to bring an independent view to The Board and to provide a balance to the executive directors. The Board meets regularly throughout the year to discuss matters and agree actions on an ongoing basis.In preparation of each regular meeting, The Board receives a board pack with the information necessary for it to discharge its duties.

The Board has responsibility for reviewing and approving The Company’s strategy, its financial plans, regulatory announcements, major items of expenditure, investments, acquisitions & disposals, the directors’ report as well as annual & interim financial statements. Each director has access to the advice and services of the company secretary and is able to take professional advice at The Company’s expense. The Company maintains appropriate insurance cover in respect of legal actions against directors, as well as against material loss or claims against The Company and reviews the adequacy of cover regularly.

Remuneration Committee 

The Remuneration Committee comprises the non-executive directors. The committee provides an independent review of the executive directors’ remuneration and the group remuneration policy. It makes its decisions in consultation with the Chief Executive Officer. No director plays a part in any decision about their own remuneration. This committee also reviews bonus and equity arrangements for the Group’s other senior employees.

UK City Code on Takeovers and Mergers

Daniel Stewart Securities plc is subject to the UK City Code on Takeovers and Mergers.

Governance code

Daniel Stewart Securities plc is not required to comply with the UK Corporate Governance Code (the “Code”) and does not voluntarily apply the full requirements of the Code. However, our governance arrangements do meet many of the requirements of the Code which the directors’ deem most relevant to an AIM listed company having consideration to the size, nature and scope of the company and group’s activities.

Audit Committee 

The Audit Committee, which comprises the non-executive directors, has the following responsibilities:

  • Monitoring of the Group internal control environment
  • Assessment of the Group financial risks
  • Review of the Group financial statements, reports and announcements and the accounting policies that underlie them
  • Recommendation to the Board on the appointment and remuneration of the external auditors
  • Monitoring of the independence of the external auditors and the establishment of a policy for the use of the auditors for non audit work

Other directors, members of staff and the external auditors are invited to attend these meetings, as appropriate. The Committee reviews the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditors.

Internal controls

The Directors are responsible for ensuring that the group’s system of internal control enables them to report financial information with reasonable accuracy and safeguard the assets of the group. At the time of approving the financial statements, the directors found the financial control system to be appropriate for a group of this nature and size. The key elements of this system are described below:

 

Defined procedures

Major and recurrent transactions are carried out in accordance with defined procedure.

Organisational structure

The Group structure is documented and understood. Individual responsibilities and performance are defined and monitored.

Reporting and risk management

The Directors have responsibility for identification and management of the business risks facing the group. Significant areas of business risk are identified and the management approach is defined and controlled through adoption of key control objectives.

Information systems

A budget is prepared annually and actual results are compared with budget on a monthly basis. Variances from budget are analysed and reviewed.

The forecasts used for this exercise are based on various assumptions regarding expected levels of income and cost. They have stress tested the basic assumptions and this testing reveals that the company can maintain acceptable cash levels if it maintains its existing cost base and generates reasonable levels of income from existing activities. A major factor allowing this to be the case is the flexible nature of the company’s performance-related remuneration policy.

Board of Directors

Peter Shea

Peter Shea

Founder & Chief Executive Officer

Peter is Chief Executive and one of the founding members of Daniel Stewart, which he set up in 1989. Previously Peter was a Director at Bear Stearns International from 1986 to 1989, where he was responsible for establishing Bear Stearns’ London Corporate Finance and Capital Markets divisions.

Prior to Bear Stearns, Peter was a Vice President at Midland Bank, where his primary responsibilities were co-ordinating the corporate and merchant banking services to US corporations in Europe. Peter also spent 10 years at Chase Manhattan Bank where he was responsible for developing country loans and both the chemical and aerospace sectors at various times.
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Peter Ward

Peter Ward

Non-Executive Chairman

Peter was an Executive Director of Trafalgar House plc from 1995 to 1997, and between 1983 and 1995 he held senior positions at Vickers plc including COO of the Group and CEO and Chairman of Rolls-Royce and Bentley Motor Cars.

Peter has a long and distinguished career in the in the international motor industry, working in Hong Kong, New York and London at a range of leading vehicle specialists. Most notably he has held senior board positions at Jardine International Motor Holdings Ltd, a listed entity in Hong Kong; Peugeot, Unipart Ltd, Rolls-Royce and Bentley Motor Cars and Jaguar. He is currently chairman of two boards: Bowman Power Group and manufacturer Yasa Motors.

Stuart Lucas

Stuart Lucas

Non Executive Director

Until recently Stuart was a Managing Director with Nomura International plc, London. Within its Global Markets division he was responsible for Cross Border Asset Trading within Fixed Income.

This group aligns the trading teams and risk exposures of fixed income Credit related products across three centres; London, Tokyo & Hong Kong, with particular emphasis on the FIG (Banks & Financial) sector, plus asset backed securities involving securitisable cash flows, and infrastructure products. His past career experiences include; Senior Managing Director and Head of International Fixed Income at Bear Stearns, London; Head of Debt Capital Markets at Industrial Bank of Japan (now Mizuho) involving 90 staff across 5 centres.

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Our Philosophy

Our philosophy is that we will succeed only if our clients' requirements are clearly understood and met in a professional and timely fashion. The full range of services we offer includes corporate finance, corporate broking, research, sales & trading, debt advisory and investor relations. Daniel Stewart is a regulated broker to both the Official List, AIM and NEX Exchange.