The Directors recognise the importance of sound corporate governance and intend to comply with the Corporate Governance Guidelines, to the extent appropriate for a company of its nature and size.
The Corporate Governance Guidelines were devised by the Quoted Companies Alliance ("QCA"), in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considered the Combined Code to be inappropriate to many AIM companies.
The Corporate Governance Guidelines state that, "The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term." The Board will meet at least quarterly to review the Group's strategy and oversee the Group's progress towards its goals. The Board has established Audit and Remuneration Committees, further details of which are set out below. Given the compact size of the Board, the Directors do not believe that there is a requirement to form a Nomination Committee.
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Kenneth Watterson and its other members are Michael Kloter and David Fisher. The Audit Committee meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. As a result of the Group’s special situation pedigree the Audit Committee serves as an additional independent reviewing body of valuations creating a best in class control for executive management.
The Remuneration Committee is chaired by Michael Kloter and its other members are Kenneth Watterson and David Fisher. It meets not less than two times a year. Executive Directors may attend meetings at the Committee's invitation and may participate in decisions not relating to the remuneration of the Executive Directors. Kyriakos Rialas (CEO) and Andreas Rialas (CIO) participate in discussions relating to the remuneration of senior executives at the invitation of the Remuneration Committee.
The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of senior executives and specific remuneration packages for Executive Directors and, exceptionally, other senior management, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Share Option Plan. The remuneration of non-executive Directors is a matter for the board. No Director may be involved in any discussions as to his own remuneration.
Corporate Social Responsibilty
Argo Group Limited (“Argo” / “Group”)) is committed to the principle of corporate social responsibility (“CSR”) and intends that it should become embedded, where appropriate, into its policies and practices, to the benefit of stakeholders as well as the wider community. Argo aims to be recognised as an organisation that is transparent and ethical in all its dealings as well as making a positive contribution to the community in which it operates. The Board has reviewed the current and potential Environmental, Social and Governance (ESG) risks and believe that adequate procedures are in place to identify and assess these risks.
Argo is committed to the following core values in all aspects of its work, including the fulfilment of its social responsibility:
- Clear direction and strong leadership;
- Customer focus and treating customers fairly;
- Working to deliver good customer outcomes;
- Open communication and transparency;
- Commitment to the highest ethical standards;
- Respect for people and the development of positive working relationships with others; and
- Valuing and harnessing the equality and the diversity of Argo members and employees.
Argo seeks to achieve its corporate and social objectives by focusing on the following areas:
Equal Opportunities, Diversity, Inclusion and Human Rights
Argo has committed to the promotion of equal opportunities and the preservation of human rights. Argo is vehemently opposed to the use of slavery in all forms; cruel, inhuman or degrading punishments; and any attempt to control or reduce freedom of thought, conscience and religion. Argo will not knowingly enter into any business arrangement with any person, company or organisation which fails to uphold the human rights of its workers or who breach the human rights of those affected by the organisation’s activities. Argo also aims to ensure that all partners/directors, employees and associated persons at all times enjoy equal opportunities.
The board of Argo (“Board”) recognises the importance of diversity and the benefits it brings to the Board and Group. The Board is committed to ensuring its composition is appropriate for the business and that members and candidates should possess the broad range of skills, expertise, industry knowledge, and other experience necessary for the effective oversight and management of the Group.
Argo believes that its people should be appointed to their roles based on skills, merit and performance and makes all appointments within the guidelines of its equal opportunities policy. Fundamental to increasing diversity is the development of a pipeline of talented and diverse employees within the business. We do not support quotas or to set prescriptive, quantitative diversity targets however, we endeavour to have a proactive and coordinated approach to attracting, retaining and developing a diverse workforce. As at 30/06/2018 the gender diversity within the Group was as follows:
Directors 5 -
Employees Male Female
Argo manages all investments using different proprietary investment processes, and the rationale around Environmental, Social and Governance issues depends on the underlying investment process. Good governance is important to all investment processes and so Argo is committed to the UK’s Stewardship Code. Argo’s response to the stewardship code and how Argo complies with the responsibilities laid out in the code is available here.
Purchasing, Procurement and Bribery
Argo is committed to adhering to the highest standards of business conduct; compliance with the law and regulatory requirements; and best practice. The firm has established an anti-bribery policy to aid Argo’s partners/directors, employees and associated persons in ensuring that they comply at all times with relevant anti-bribery laws. In implementing this policy, the firm demonstrates its commitment to preventing bribery, and establishing a zero-tolerance approach to bribery in all parts of the firm’s operations. Argo is committed to procuring its works, goods and services in an ethically and environmentally sensitive way, yet with proper regard to its commercial obligations, ensuring that suppliers deliver to agreed timescales, quality and cost. Purchasing is undertaken in a manner that encourages competition and offers fair and objective evaluation of offers from all potential suppliers. Any significant transaction or agreement is reviewed by the Board.
Enviroment and Sustainability
Argo believes that businesses are responsible for achieving good environmental practice and operating in a sustainable manner. We are therefore committed to minimising our environmental impact. As part of our selection and review process, we encourage our suppliers, service providers and all business associates to do the same. Not only is this sound commercial sense for all; it is also a matter of delivering on our duty of care towards future generations. To this end, Argo aims to minimise its commercial waste and to recycle as much of its commercial waste as possible.
DocumentsConflicts of Interest Policy
Chairman's Statement on the QCA Coporate Governance Code
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|17 Feb 2014||Capital Adequacy Dec 2013|
Argo Capital Management (Cyprus) Ltd (ACMC) is licenced by the Cyprus Securities and Exchange Commission (CySEC) as a Cypriot Investment Firm (CIF) with licence number 023/04 to offer portfolio management services. Portfolio management services were offered to three funds and the investment management agreements of the major two funds were transferred in 2016 to Argo Capital Management Ltd in the UK which is fully licenced as an AIFM by the FCA. ACMC following the introduction in Cyprus, in 2013 of the AIFMD, also registered as a subthreshold AIFM and this registration is sufficient to cover the management of a small close end private fund to which asset management services are offered. As a result ACMC decided to voluntarily renounce licence number 023/04 as a CIF and has written to the CySEC in July 2019 informing them of this decision. Therefore as of July 2019, ACMC has ceased to operate as a CIF and doesn’t offer any portfolio management services under licence 023/04. Although there are no clients or client money involved legislation requires ACMC to inform clients that operations under licence 023/04 are terminated and any client money should be returned to clients if there were any.