£33.7m
Group revenue
At Belvoir we recognise that high standards of corporate governance underpin our continuing success.
We continually review the framework within which we operate and the processes implemented to ensure that they reflect the complexities of our business and, whilst acknowledging our size, are also capable of adding value as the business grows.
In 2018 the Board adopted the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the Group’s governance framework. The Board sets out the overall strategic direction for Belvoir, regularly reviews management performance and ensures that the Group has the right level of resources available to support our strategic goals. The Board is satisfied that the necessary controls and resources are in place such that these responsibilities can be properly addressed.
Within Belvoir we promote a culture of good governance in dealing with all key stakeholders: our franchisees, our employees, our customers and our shareholders. This section of the website describes our corporate governance structures and processes and how they have been applied throughout the year ended 31 December 2022.
Jon Di-Stefano
Non-Executive Chairman, Belvoir Group PLC
Within Belvoir we promote a culture of good governance in dealing with all key stakeholders
QCA Code compliance
The Board ensures that the Company adopts proper standards of corporate governance and the principles of best practice as set out in the QCA Code. Set out below is a summary of how the Company is applying the key requirements of the Code.
It is the responsibility of the Board to ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders, with effective and efficient decision making. Corporate governance is an important aspect of this, reducing risk and adding value to our business. The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long-term shareholder value, encompassing an efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust. In this section, the Group’s current approach to complying with those principles is set out. Further information on our compliance with the QCA Code will be provided in our next annual report. The ten principles are grouped as follows:
Establishing a strategy and business model which promote long-term value for shareholders
Our business, Our business model and Our strategy are clearly set out in our annual report and on our website.
Seek to understand and meet shareholder needs and expectations
Keeping investors informed is an essential part of the Company’s corporate communications strategy and is achieved by means of an active investor relations programme. The aim is to ensure that the Company’s business model, strategic goals and future prospects are clearly understood by the investment community. The Company operates a high level of transparency with regards to its operations by providing consistent information across all channels of communication. The Board places a high emphasis on shareholder engagement and, through an open and transparent dialogue with shareholders, aims to ensure that shareholders’ objectives and views on the Company’s performance are understood.
The Company reports formally to shareholders when its preliminary and interim results are published. Our Chief Executive Officer and our Chief Financial Officer present the results to institutional investors, analysts and the media. The Non-Executive Directors are available to discuss any matter stakeholders might wish to raise. The Chairman makes himself available to major shareholders on request and periodically attends meetings with and gives presentations to investors and analysts as required.
The Chief Financial Officer reports to the Board on all investor engagement and circulates investor feedback following the preliminary and interim roadshows to ensure that shareholders’ views are communicated to the Board as a whole. The Board is also provided with the analyst’s reports when published. This process ensures that the Chairman and both Non-Executive Directors are kept informed of major shareholders’ opinions on strategy and governance, and for them to understand any issues or concerns.
All shareholders will receive at least 21 clear days’ notice of the Annual General Meeting, which is normally attended by all Directors. Shareholders are invited to ask questions during the meeting and to meet with Directors after the formal proceedings have ended. The annual report details our key shareholder engagements.
The Group’s corporate website aims to provide investors with the required information to fully understand the business, including the annual and interim reports, and to potentially make an investment decision. The website is regularly reviewed and updated to reflect new information.
The Company maintains a dedicated email address and telephone number which investors may use to contact the Company which, together with the Company’s address, are prominently displayed on the Company’s website. Investors may also make contact requests through the Company’s nominated advisor, Cantor Fitzgerald Limited.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
Our main stakeholder groups are our franchisees, employees, clients and shareholders. The Group recognises the increasing importance of corporate social responsibility and endeavours to take it into account when operating our business in the interests of all stakeholders, including the communities in which we conduct our activities. "Our business model" identifies how the Company delivers value to key resources and relationships on which the business relies (franchisees, employees, customers, shareholders). The "Our People" section highlights how highly we view our franchisees and staff.
Franchisees. Engagement with our franchisees is paramount to operating a successful and effective franchise network. Franchisees participate in regional and national networking groups in order to share experiences, discuss business strategies and give feedback to the franchisor. All franchisees are supported by a business development manager and have access to senior managers within the Group with whom they can voice specific concerns and issues.
Employees. The CEO of each business unit conducts two Company meetings during the year sharing progress on Company performance and giving employees the opportunity to ask questions. In addition, employees have an annual appraisal meeting and a series of individual meetings with their line manager during the year. Feedback from employees is a key part of the employee review process.
Clients. The Group takes the fair treatment of tenants very seriously. Through our network of lettings agents, all our tenants have access to a property ombudsman, and all our franchisees are required to operate a client money protection scheme for tenant deposits. Our Chief Executive Officer, Dorian Gonsalves, was a director on The Property Ombudsman until July 2018, and our Non-Executive Director, Michael Stoop, is currently vice-chairman of The Property Ombudsman.
Corporate social responsibility. The Group believes that both the local and wider communities in which it operates should benefit from its presence. Job creation and nurturing young talent is a key part of our responsibility as a local employer. As such we have invested in training places for five apprenticeships over the past two years. The Group organises a series of events to raise funds for its chosen charity. These events are usually underpinned by a key team challenge; in 2017 this entailed a "5k tough mudder" event and in 2018 nine members of staff raised over £3,000 for The Multiple Sclerosis Society taking on the Yorkshire three peak challenge. In addition the Central Office enters a team into the annual Grantham swimarathon which raises funds for local charities and good causes. The Group also encourages its franchisees to undertake their own charity activities and each year the three most successful fundraisers win an award.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group’s internal control systems and for monitoring their effectiveness. The Board, with the support of the Audit Committee, maintains a system of internal controls to safeguard shareholders’ investment and the Group’s assets, and has established a continuous process for identifying, evaluating and managing the significant risks.
Our approach to risk management is clearly set out in our annual report and on our website.
The Board considers risk to the business on an ongoing basis and the Group formally reviews and documents the principal risks at least annually. Both the Board and senior management are responsible for reviewing and evaluating risk. A comprehensive budgeting process is completed once a year with the full involvement of the senior management team. This is reviewed and approved by the Board. The Group’s results, compared with the budget, are reported to the Board on a monthly basis. In addition, the Operations Board, comprising the Executive Directors and the Managing Directors of each Group subsidiary, meets on a regular basis to review trading performance, discuss budgets and forecasts and any new risks associated with ongoing trading, the outcome of which is reported to the Board.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
Maintain the board as a well-functioning, balanced team led by the chair
Independence
The Board comprises a Chairman, three Executive Directors and three Non-Executive Directors, two of whom meet the QCA Code requirement for determining board independence. At every AGM one-third of the Directors must retire by rotation.
Meetings
The Board has ten scheduled meetings a year, but meets more frequently if required, and has full and timely access to all relevant information to enable it to carry out its duties. The Audit Committee has three and the Remuneration Committee has two scheduled meetings per year. Given its relatively small size, the Board as a whole fulfils the function of the Nominations Committee. Two Nominations Committee meeting was held in 2022. To enable the Board to discharge its duties, all Directors receive appropriate and timely information in advance of Board and Committee meetings. All Directors have access to the advice and services of the Chief Financial Officer and Company Secretary. In addition, there are processes in place enabling Directors to take independent advice at the Company’s expense in the furtherance of their duties.
Time commitments
Chair and Non-Executive Directors: not less than 20 days
Chief Executive Officer, Chief Financial Officer and Financial Services Director: full time
Attendance record
Each year the attendance record is reported in the annual report.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board currently comprises a Non-Executive Chairman, three Executive Directors and two Non-Executive Directors. At every AGM one-third of the Directors must retire by rotation. Due to his substantial shareholding and his prior role as an Executive Director, Mark Newton is not considered to be independant. Notwithstanding their small shareholdings, both Jon Di-Stefano and Paul George are considered to be independant.
The Board has ten scheduled meetings a year, but meets more frequently if required, and has full and timely access to all relevant information to enable it to carry out its duties.
The Board reserves for itself a range of key decisions such as strategy, acquisitions, significant contracts and internal controls, to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the Executive management of the business.
There is a clear division of responsibilities at the head of the Company between the running of the Board and the running of the Group’s operations.
The role of the Chairman is to manage the Board in the best interests of its stakeholders, to ensure that shareholders’ views are communicated to the Board and to be responsible for ensuring the Board’s integrity and effectiveness.
The role of the Chief Executive Officer is to manage the Group on a day-to-day basis, to ensure that Board decisions are implemented effectively and to develop and propose Group strategy to the Board.
The Board considers the current Board structure appropriate for the Company. There are processes in place enabling Directors to take independent advice at the Company’s expense in the furtherance of their duties and to have access to the advice and services of the Company Secretary.
The role of the Company Secretary is undertaken by the Chief Financial Officer, Louise George, who is a qualified company secretary with the skills and capability to deliver this function effectively.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board continually assesses the appropriateness of its agendas, and the information needed to support the Board’s role in setting strategy, overseeing performance and decision making. Further to the internally facilitated review conducted in Q1 2022 and the resignation of Michael Stoop as Chairman in Q3 2022, the Board reassessed its needs and how it should operate going forward and decided to appoint Jon Di-Stefano as Chairman. Furthermore, the Board looked closely at the matters the Board should focus on and how to ensure it remained strategically rather than operationally focused and revamped its agenda accordingly.
In addition to the assessment of the effectiveness of the Board as a whole, the Chairman held one-to-one meetings with each individual Director to discuss the effectiveness of the Board as a whole and their own performance and how they can contribute to the continued success of the Group.
Promote a corporate culture that is based on ethical values and behaviours
Belvoir has developed from a family-owned lettings agency to the multi-brand Group it is today based on the core principle of encouraging individual endeavour within a supportive network. This lies at the heart of franchising.
Our ethos has always been that of encouraging and harnessing both the entrepreneurial spirit of our franchisees and advisers and the ambition of our employees to achieve their personal goals. We foster an environment where franchisees and advisers are encouraged to learn from others within their network whilst also testing out their own ideas in the knowledge that they have the wider safety net of the Group.
We nurture our staff to develop in their role, balancing individual performance with working as part of a team. The continual growth of the Group has opened up new opportunities for our people to progress their career in a dynamic environment where going above and beyond is both recognised and rewarded.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board reserves for itself a range of key decisions such as strategy, acquisitions, significant contracts and internal controls, to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the executive management of the business.
There is a clear division of responsibilities at the head of the Company between the Chairman running the Board and the Chief Executive Officer running the Group’s operations.
The role of the Chairman is to manage the Board in the best interests of its stakeholders, to ensure that shareholders’ views are communicated to the Board and to be responsible for ensuring the Board’s integrity and effectiveness.
The role of the Chief Executive Officer is to manage the Group on a day-to-day basis, to ensure that Board decisions are implemented effectively and to develop and propose Group strategy to the Board.
The Board considers the current Board structure appropriate for the Company. There are processes in place enabling Directors to take independent advice at the Company’s expense in the furtherance of their duties and to have access to the advice and services of the Company Secretary.
The role of Company Secretary is undertaken by the Chief Financial Officer, Louise George, who is a qualified company secretary with the skills and capability to deliver this function effectively.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Group places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate. The Group’s website is regularly updated and users can register to be alerted when announcements or details of presentations and events are posted onto the website.
Historical presentations to investors
Interviews with the Chief Executive Officer
Professional advisers and registrars
Notices of General Meetings of the Company
The results of voting on all resolutions in future general meetings will be posted to the Group’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20% of independent shareholders.
