Introduction

The Board seeks to follow best practice in corporate governance as appropriate for a company of our size, nature and stage of development.  As a public company listed on AIM we are cognisant of the trust placed in the Board by institutional and retail investors, employees and other stakeholders.  We recognise the importance of an effectively operating corporate governance framework.

At Hydrogen Group plc, the Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code - (“the QCA Code”) to support the Company's governance framework.  The Directors acknowledge the importance of the ten principles set out in the “QCA Code and this statement briefly sets out how we currently comply with the provisions of the QCA Code and the reasons for any departures from it.

A full copy of the QCA Code is available from the QCA’s website: www.theqca.com.


Principle  How we comply with the QCA Code in this area
1. Establish a strategy and business model which promote long-term value for shareholders
  • Hydrogen has clearly articulated its strategy and business model set out in the Company’s annual report and accounts and investor presentations
  • PLC Board – establish the strategy with the executives responsible for execution
2. Seek to understand and meet shareholder needs and expectations
  • The Company recognises the importance of engaging with its shareholders and reports formally to them when its full-year and half-year results are published
  • Invite shareholders to AGM
  • John Hunter is noted as a point of contact on the website under Hydrogen investor relations.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
  • Net promoter score surveys – contact with both clients and candidates
  • Staff; quarterly town halls are held in each office.
  • Best Companies survey is completed by UK staff annually and we will be launching an annual Group wide global staff survey from December 2018
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation  
  • Risk register is tabled annually at the Audit Committee 
  • We outline Hydrogen’s approach to risk management and the principal risks we face, along with what we do to mitigate those risks, in our annual report and accounts.
  • The Company receives regular feedback from its external auditors on the state of its risk management and internal controls.        
5. Maintain the board as a well-functioning, balanced team led by the chair  
  • The Board includes a balance of Executive and Non-Executive Directors.  
  • The Board’s activities are supported by Nomination, Audit and Remuneration Committees.
  • All the Directors have appropriate skills and experience for the roles they perform at Hydrogen, including as members of Board Committees.  
  • Further details of the composition of the Board, time commitment required from the Directors and each Director’s attendance at Board and Committee meetings are shown in the annual report and accounts. 
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities    
  • The Nomination Committee is responsible for identifying and assessing the suitability of candidates to fill vacancies on the Board, and also for assessing the appropriateness of the size and composition of the Board as Hydrogen develops.
  • The Board currently comprises two Executive and two Non-Executive Directors with an appropriate balance of sector, financial and public market skills and experience.  
  • More details of the skills and experience of the Directors are provided in the annual report and accounts. The experience and knowledge of each of the Directors gives them the ability to constructively challenge the strategy and to scrutinise performance. The Board has access to external advisors where necessary.
  • The Board and Committees receive training as appropriate. In particular, the members of the Audit Committee receive technical updates from the Company’s external auditors to keep them abreast of the latest accounting, auditing, tax and reporting developments. 
  • The Directors also receive regular briefings and updates from the Company’s NOMAD in respect of continued compliance with the AIM Rules, the Market Abuse Regulation.
  • The Board’s biographies on the website have also been updated and expanded upon
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
  • A formal Board evaluation process has been adopted. A survey is completed by each member of the Board and collated by our external company secretary. We expect to provide more detailed information on the evaluation cycle adopted and the ways in which this has been updated on the Company’s website over the next year and in our next annual report and accounts.      
8. Promote a corporate culture that is based on ethical values and behaviours
  • Promote our company values (both ‘brands’) internally at company presentations and on our one page plans (internal plan that each member of staff completes each year) which every member of staff completes
  • Our code of conduct and whistleblowing policy are available on the intranet to all staff 
  • Corporate social responsibility initiatives are promoted and sponsored across the Group         
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
  • The roles and responsibilities of specific Directors and Board Committees, as well as the list of matters reserved for the Board, are available on our website.
  • The terms of reference are available on the website for the Audit Committee, Remuneration Committee and Nominations Committee. 
  • The Board meets formally at least 10 times per year.  Each Committee has terms of reference outlining the specific responsibilities delegated to it.
  • The appropriateness of the Board’s structures and processes are reviewed through the ongoing Board evaluation process and on an ad hoc basis by the Chairman together with the other Directors, and these will evolve in parallel with the Company’s objectives, strategy and business model as the Company develops.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
  • The Company communicates progress throughout the year through Regulatory News Service announcements and in more detail in its interim financial statements and annual report and accounts. 
  • We feel we communicate enough with shareholders currently and will continue to review this. There is no history of a significant amount of votes being cast against any resolutions at the AGMs.
  • John Hunter is noted as a point of contact on the website under Hydrogen investor relations