AIM Rule 26

In accordance with Aim Rule 26, we apply a recognised corporate governance code.

Business description

Fulcrum is a multi-utility infrastructure and services provider operating across the whole of mainland UK. 

Fulcrum is a multi-utility infrastructure and services provider operating across the whole of mainland UK.  The Group’s main business is the design, build, ownership and maintenance of energy connections and their related utility infrastructure. 

The Group operates across the housing, industrial and commercial, smart metering, and utility maintenance and ownership sectors and its services range from the design, installation, modification, ownership and maintenance of utility infrastructure for projects of all sizes and complexity. Fulcrum is also a Meter Asset Manager (MAM) and Meter Operator (MOP), owning and operating meter assets across mainland UK. The business is also licensed as an Independent Gas Transporter (iGT) and Independent Distribution Network Operator (iDNO), owning and operating gas and electrical assets that connect properties to the main UK gas and electricity networks.

Fulcrum currently employs approximately 320 people (including agency staff and consultants). It operates from its head office in Sheffield, its specialist electrical division in Higham and satellite depots across mainland UK.

The registered office of the Company is:
Fulcrum Utility Services Limited
Registered in the Cayman Islands
Company Number FC030006
Ugland House
PO Box 309
Grand Cayman
KY1-1104
Cayman Islands

UK establishment address:
2 Europa View 
Sheffield Business Park
Sheffield
S9 1XH

The Company's country of operation is the United Kingdom.

Corporate governance

The Company’s shares are quoted on the AIM Market of the London Stock Exchange (AIM) and the Company is subject to the continuing requirements of the AIM Rules. Following the changes to AIM Rule 26, from 28 September 2018, the Company is required to apply a recognised corporate governance code and report on how it complies with that code. The Board has elected to adopt the QCA Corporate Governance Code. The Board is aware of its responsibility for overall corporate governance, and for supervising the general affairs and business of the Company. We comply with the QCA Code and the Corporate Governance Statement below explains how the Company applies the principles of the QCA Code.

Read more in our Corporate Governance Statement on compliance with the QCA Corporate Governance Code.

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities as described below.

Takeover regulations

The company is not subject to UK City Code on Takeover & Mergers, but the Articles of Association do contain certain protections

Committees

Audit Committee

The Chairman of the Audit Committee is Philip Holder with Stephen Gutteridge as the other non-executive member. No one other than the Audit Committee's Chairman and member is entitled to be present at a meeting of the Audit Committee, but the Company's external auditor together with the Chief Executive Officer and the Chief Financial Officer are also invited to attend the meetings.

The Audit Committee operates under terms of reference agreed with the Board and meets at least twice a year. The Audit Committee considers the adequacy and effectiveness of the risk management and control systems of the Group. It reviews the scope and results of the external audit, its cost effectiveness and the objectivity of the auditor. It also reviews, prior to publication, the interim results, the preliminary announcement and the Annual Report and Financial Statements.

Remuneration Committee

The Chairman of the Remuneration Committee is Stephen Gutteridge with Philip Holder as the other non-executive member. The Committee meets periodically as required and is responsible for overseeing the policy regarding executive remuneration and for approving the remuneration packages for the Group's Executive Directors and management including all personnel receiving remuneration exceeding £100,000 per annum. It is also responsible for reviewing incentive schemes for the Group as a whole.

Nominations Committee

As the Board is small, there is and will be no separate Nominations Committee and the appointment of new Directors is considered by the Board as a whole.

For more information on the Fulcrum Group please visit the Fulcrum website at www.fulcrum.co.uk
Directors' details
Board Committees
Articles of Association

Issued share capital Number
Ordinary shares of 0.1 pence per share 222,117,945
Insofar as it is aware, the percentage of AIM securities that is not in public hands 30.64%

The identity and percentage holdings of its significant shareholders (as at 10 June 2020)

Shareholders' rights may be different than those for a UK incorporated company.
Admission documents
Final admission documents
Nominated adviser and other key advisers

Name of shareholder Number of ordinary shares Percentage of share capital (%) Number of ordinary shares Percentage of share capital (%)
James Sharp & Co (Bolton) 39,294,386 17.69 41,026,556 18.47
Bayford & Co Ltd (UK) 30,277,525 13.63 30,127,525 13.56
Harwood Capital (London) 24,515,000 11.04 24,515,000 11.04
Killik Asset Mgt (London) 12,358,258 5.56 12,398,149 5.58
Hargreaves Landsdown Asset Mgt (Bristol) 8,855,508 3.99 8,971,217 4.04
Fulcrum Utility Services LD Directors & Related Holdings (UK) 7,511,593 3.38 7,511,593 3.38