The Company is required to apply a recognised corporate governance code and to 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. Exceptions to compliance with the QCA Code are provided in the “Compliance” section that follows.
Changes to our Board
As Chairman, I am responsible for the leadership and effective working of the Board and for ensuring that it fulfils its responsibilities to all the Group’s stakeholders. I am also responsible for promoting a culture of openness and debate, in addition to ensuring productive relations between Executive and Non-Executive Directors.
On 1 October 2019, we announced the departure of Chief Executive Martin Harrison, who stepped down with immediate effect. His successor, Daren Harris, joined the Company and its Board as Chief Financial Officer on 24 June 2019 and was appointed as Chief Executive on 29 January 2020. Daren brings significant experience, gained in various senior and Board level roles in the construction, contracting, electrical engineering and energy services sectors, to the Group. The Group's senior team was also strengthened with the appointment of Terry Dugdale as Chief Operating Officer in 2019. Terry has an established track record of driving innovation and performance in the operational delivery in the independent multi-utility contracting sector and he was appointed to the Board as Executive Director on 29 January 2020.
The combined expertise that Daren and Terry have across the independent multi-utility, contracting and energy services sectors will be invaluable in delivering the Group's strategy and long-term growth at an exciting time for its end user markets.
Wayne Hayes, Non-Executive Director, retired from the Board and all business activity on 30 April 2020 for personal reasons.
Jennifer Babington was appointed as Non-Executive Director with effect from 1 May 2020. Her specialist knowledge in the renewables sector and green investments space is particularly exciting and will assist the Group in capitalising on the significant long-term electrical opportunities available to it as the UK decarbonises its energy.
Jonathan Turner and Jeremy Brade were appointed as Non-Executive Directors on 12 June 2020 following the establishment of Relationship Agreements with Harwood Capital LLP and with Bayford Group.
Jeremy has been investing in UK smaller companies for 19 years and has deep experience of serving on the boards of private and listed companies and developing their strategies to enhance shareholder value for all shareholders.
Jonathan is the owner and Chief Executive of The Bayford Group, Fulcrum's largest shareholder, and which comprises a diverse number of entrepreneurial companies predominantly in the energy and property sectors.
Jonathan and Jeremy are, and represent organisations who are, substantial shareholders in the business and the Group is delighted to now have their insight, experience and skills on the Board.
The breadth of knowledge and diverse experience of each new appointment will further enhance the Board and its independent judgement and will complement the next phase of the Group’s strategic development and growth.
Although the composition of the Board changed in the year, the overall governance arrangements have remained in place throughout.
Board transition plan
The Company has agreed a transition plan of the Board, whereby two new independent non-executive directors will be appointed to the Board prior to the conclusion of the Company's Annual General Meeting in 2021, one of whom will assume the role of Chairman.
It has also been agreed that Stephen Gutteridge (Non-executive Director) and I, as Chairman, will remain on the Board until the earlier of the conclusion of the Company's Annual General Meeting in 2021 and three months following the appointment of both new independent directors.
Engagement with our stakeholders is fundamental to the long-term success and sustainability of our business. Stakeholder feedback enables us to make informed decisions and the Board recognises its responsibility and takes this seriously.
To understand and consider stakeholder views as part of its decision-making process, the Board remains committed to developing proactive, open and increasingly effective dialogue with all our stakeholder groups to learn, improve and develop our business.
More information on how the Board engages with our stakeholders is on pages 12 to 14 of the 2020 Annual Report.
The Board recognises the value and importance of high standards of corporate governance and observes the requirements of the Corporate Governance Code published by the Quoted Companies Alliance (QCA). The Board believes that the application of the QCA Code will support the Company’s medium to long-term success by ensuring that strong corporate governance procedures are in place. The intention of the Board is to use and communicate the principles of the QCA Code in order to create a positive corporate culture and to mitigate business risks.
The Company complies with all the provisions of the QCA Code with the exception of the following:
- Nominations Committee: The Company does not have a separate Nominations Committee as the Board is small and relatively stable. Any appointments are for the matter of the Board as a whole.
- Audit Committee: The roles and responsibilities of the Audit Committee can be found within “Principle 9” and a separate Audit Committee Report is not produced.
- Board evaluation: There has been no formal evaluation of the Board. It is anticipated that this will occur in the future.
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 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.
To play an essential part in the UK’s zero carbon and smart energy revolution.
Our strategic objectives:
Optimise the business for the UK’s net-zero revolution.
Grow market share, revenues and profitability significantly.
Generate surplus cash with a strong balance sheet.
Become a Times Top 100 employer.
Fulcrum utilises its strengths, capabilities and resources to provide long-term, sustainable value for all its stakeholders.
The Board is committed to establishing and maintaining positive relations with the Company’s shareholders as they provide good perspectives on corporate governance matters and strategy, amongst other things. As Chief Executive, Daren Harris has responsibility for maintaining appropriate communications with shareholders and analysts, advised by the Group’s nominated adviser and broker, Cenkos Securities PLC, joint broker, N+1 Singer, and financial PR consultants, Capital Market Communications (Camarco) Ltd. The Company maintains regular dialogue with investors to discuss the Group’s performance and strategy, through regular results roadshows, Annual General Meetings and other corporate events. The Non‑Executive Chairman and all other members of the Board are also available for discussions with shareholders as required or requested.
The Company monitors the constituents of its share register to ensure that its investor relations communications are appropriately coordinated with its shareholder base. The Board is provided with reports produced by equity analysts and the results of consultations are discussed at Board meetings. In addition, the feedback received following investor presentations or meetings with shareholders and analysts is shared with the Board.
The Group responds formally to all queries and requests for information from existing and prospective shareholders. In addition, the Group seeks to regularly update shareholders through stock exchange announcements and wider press releases on its activities.
All Directors attend the Company’s Annual General Meeting and are available to answer questions at the meeting or privately. The Chairman is also available for discussions with shareholders as required or requested. Published information, including regulatory news, Published information, including regulatory news, is available on this site Investors section.
More information on how the Board engages with our stakeholders is on pages 12 to 14 of the 2020 Annual Report.
The Board understands that the success of the Group relies on creating and maintaining strong relationships with a wide variety of stakeholders, including our employees, suppliers and customers.
Engaging with our stakeholders strengthens our relationships and helps us make better business decisions to deliver on our commitments. The Board is regularly updated on wider stakeholder engagement and feedback to stay abreast of stakeholder insights into the issues that matter most to them and our business, and to enable the Board to understand and consider these issues in decision making.
The Group’s sustainability strategy on pages 29 to 33 in the Strategic Report of the Group’s Annual Report provides further details on the Group’s commitment to sustainability and corporate responsibility and more information on how the Group engages with our stakeholders is on pages 12 to 14 of the 2020 Annual Report.
The Group’s employees are at the heart of all that we achieve and we are committed to ensuring that we have the right people working with us and we manage this process through a robust people strategy. Their skill, commitment, drive and enthusiasm are vitally important to the long-term success of our business and we believe that sustained investment in our people’s development and welfare builds a stronger business. We maintain communication with our employees through a number of formats, including individual one-to-one sessions, team meetings, weekly business updates and whole Group “Spirit” updates. We continue to evolve our approach to employee engagement and undertake a biannual people survey. Its purpose is to achieve a greater understanding of employee experience and engagement and to drive workforce related decisions.
Safety is paramount in our organisation. Our “SAFE” initiative details the fundamental safety behaviours expected of all Fulcrum people and this is communicated to all employees through both formal corporate communications and informal discussions and reminders. It is our policy to organise and maintain safe working arrangements for all and to protect the environment from unnecessary damage. The industry in which Fulcrum operates contains inherent safety risks, so our continued focus on implementing and encouraging safe working practices is fundamentally important to the Company. We remain committed to demonstrating excellence in all areas of health, safety, environmental, engineering and quality management in all our working environments and displaying the spirit of “SAFE” at all times.
We continually challenge internal and external constraints with the aim of simplifying the way we work, embedding systems and automation to drive efficiencies and encouraging our people to propose innovative ways of working. We continue to streamline internal processes and deliver improved operational productivity to help drive down the cost of delivery to enhance our competitiveness.
We remain committed to being the most customer-focused utility services partner. To gauge how well we perform, we request feedback on every project we deliver, which we use to develop our services. We continue to achieve an encouraging result, with 89% of customers rating our service as “great” (9 or 10 out of 10) (2019: 80%).
We work as one team, in partnership with our suppliers and sub‑contractors to share knowledge and expertise and improve working practices. We are in regular dialogue with our suppliers and sub-contractor base and are committed to ensuring the integrity of our supply chain, which we confirmed in our anti‑slavery and anti-human trafficking statement. This can be found here.
The Directors are responsible for the Group’s internal control systems and for reviewing their effectiveness, whilst management takes on the role of implementing these policies. It should be recognised that the Group’s internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the Group’s business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss.
The Group operates a series of controls to meet its needs. These controls include, but are not limited to, a clearly defined organisational structure, written policies, clear authorisation and review procedures, a comprehensive annual strategic planning and budgeting process and detailed monthly reporting.
The annual budget is approved by the Board as part of its normal responsibilities. In addition, the budget figures are regularly reforecast to facilitate the Board’s understanding of the Group’s overall position throughout the year and this reforecast is reported to the Board in addition to the reporting of actual results during the year.
Regarding risk management specifically, the Audit Committee receives reports as and when required from management and the external auditor concerning the system of internal control and any material control weaknesses. The external auditor provides management with useful control environment insight through formal identification of any specific control recommendations, as well as being well placed to bring to management’s attention any “hot topic” matters that may be relevant. Any significant risk issues are referred to the Board for consideration.
The Board has considered the need for an internal audit function but has concluded that, at this stage in the Group’s development, the internal control systems in place are appropriate for the size and complexity of the Group.
The Group has a reasonably wide range of customers and suppliers across its markets. This diverse approach reduces the Company’s reliance on individual businesses, making the Company more resilient to any potential issues with its supply chain, customers or specific markets.
The Board currently comprises of the Non-Executive Chairman, two Executive Directors and four other Non-Executive Directors. The Executive Directors are supported by independent Non‑Executive Directors with wide-ranging experience. Board profiles are provided here. The details on the Board’s composition on page 38 of the 2020 Annual Report.
Of the Non-Executive Board members, Philip Holder, Stephen Gutteridge and Jennifer Babington are all considered to be independent. Jonathan Turner and Jeremy Brade are not considered to be independent due to their substantial shareholdings. The Board is satisfied that it has a suitable balance between independence and knowledge of the Group, to enable it to discharge its duties and responsibilities effectively.
The Board operates both formally, through Board and Committee meetings, and informally, through regular contact amongst Directors and senior executives. The Board has a formal schedule of matters reserved for its consideration and decision, which is reviewed annually by the Board. The schedule includes the approval of the Group’s strategy, approval of capex over £100k, annual and half year results and trading updates, review of performance, dividend policy, monitoring risk and ensuring adequate financial controls are available. The Board is supplied with information in a timely manner, in a form and quality appropriate to enable it to discharge its duties.
The Board is supported by both an Audit Committee and a Remuneration Committee. The Audit Committee has a key role in overseeing the Group’s risk management and internal control systems, as well as challenging the integrity of the Group’s financial results and announcements. The Remuneration Committee ensures that the Group’s remuneration policy is appropriate to encourage and reward the contributions made by senior executives whilst taking into account the views of shareholders.
The Board meets regularly (at least nine times a year), and there is contact between meetings to progress the Company’s business. Attendance by Directors at meetings of the Board and various Committees is set out in the “Board of Directors” section on pages 34 and 35 of the 2020 Annual Report. Following the acquisition of Dunamis, Board meetings are also held at subsidiary offices. These visits include meeting with employees and updates from senior leaders.
The Executive Directors are expected to devote the whole of their time, attention and ability to their duties, whereas the Non‑Executives have a lesser time commitment.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
The Board consists of the Non-Executive Chairman, Philip Holder, four Non-Executive Directors in Stephen Gutteridge, Jennifer Babington, Jonathan Turner and Jeremy Brade and two Executive Directors in Daren Harris and Terry Dugdale. The Board is satisfied that between the Directors, it has an appropriate balance of industry, financial and public market experience to operate effectively. Company secretarial services are outsourced to TMF Global Services (UK) Limited.
The Board makes decisions regarding the appointment and removal of Directors. Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association, which stipulate that all Directors must stand for re-election at least once every three years and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment. Therefore, in the current year, Philip Holder, Stephen Gutteridge, Terry Dugdale, Jennifer Babington, Jonathan Turner and Jeremy Brade will all offer themselves for re-election.
Training is available on request, where appropriate, and the Directors can obtain independent professional advice at the Group’s expense in the performance of their duties as Directors. The Board is kept up to date with legal, regulatory and governance matters by the Company Secretary. The Non-Executive Directors also have other external appointments which help keep their skillset up to date.
The biographies of the current Directors are provided in the ‘Board of Directors’ section of the company’s Annual Report and on the Board of Directors page.
The composition of the Board was refreshed during FY20, with Martin Harrison and Hazel Griffiths leaving their roles and Daren Harris and Terry Dugdale joining the Board as Executive Directors. After the year end, Wayne Hayes also retired as Non-Executive Director and Jennifer Babington, Jonathan Turner and Jeremy Brade joined in the same capacity. The Board has, to date, informally reviewed the effectiveness of its performance as a unit, as well as that of its Committees and the individual Directors. A formal internal evaluation of the Board’s performance and that of its two principal Committees will be performed in due course by the Senior Non‑Executive Director and an evaluation of the performance of individual Directors will be undertaken.
The review will include:
- assessment and monitoring of the Company’s strategy;
- evaluation of monthly Board meeting agenda and information flow;
- evaluation of risk and social responsibilities including anti‑bribery policies and environmental risks; and
- evaluation of the role and performance of the Board Committees.
We nurture a culture that drives and supports the achievement of the Group’s strategic objectives. Divisional, team and individual objectives are set in line with these wider Group objectives and our “Spirit” values.
Performance against these criteria is monitored regularly and the Group promotes a high-performance culture that not only drives and incentivises operations in line with its strategic objectives and values, but also recognises and rewards people and teams who go above and beyond to demonstrate this.
Succession planning both at Board level and within our senior management team is vital to the stability and continued growth of the Group and we place significant emphasis on this. All employees have contracts of employment which have notice periods commensurate with their seniority to ensure sufficient time to recruit and ensure a smooth handover where required.
The Board understands the importance of setting the right culture within the Group. One of the ways we ensure that the Board’s strategy and good governance are instilled into the culture of our business is through regular communications with our senior employees. The Executive Directors regularly meet with operational management teams and employees across our operating businesses.
To monitor and promote a healthy corporate culture, the Board clearly communicates the Group’s strategic objectives, values and expectations to its people. In particular, the Board promotes a culture that has a clear focus on safety, customer service and people. The Board aims to lead by example and do what is in the best interest of the Company and regularly meets with employees.
Our leaders and managers play a pivotal role in employee engagement and we have invested in leadership development that is focused on ensuring our people managers have the skills and tools they need to create highly motivated, high-performing and engaged teams. We continue to evolve our approach to employee engagement and undertake biannual people surveys. Their purpose is to achieve a greater understanding of employee experience.
The Group’s core values are endorsed by our “Spirit” values, being: Safe, Partnership, Improvement, Reliability, Integrity and Together. These values are promoted by the Board and are visible on internal publications, as well as being incorporated in regular business-wide communications.
The Board continually monitors the Group’s corporate culture and considers whether it is still aligned with the Group’s business model and strategy, as well as with wider ethical expectations of stakeholders. This happens through regular communications with all stakeholders and observing best practice throughout the industry. At present, the Board considers the Group’s corporate culture to embody sound ethical values and behaviours and believes its strategies to be appropriate for the needs of the business.
All corporate policies are approved by the Chief Executive Officer, to highlight to all employees the importance to the Board of high levels of governance and business conduct.
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy, approval of capex over £100k, approval of the annual and interim results, annual and quarterly budgets, dividend policy, and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of the operating divisions. The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. The Chief Executive is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the Executive Team.
The Board is supported by the Audit and Remuneration Committees. As the Board is small, there is, and will be, no separate Nomination Committee and the appointment of new Directors and succession planning are considered by the Board as a whole. Each Committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the Committee to discharge its duties.
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 Non‑Executive member is entitled to be present at a meeting of the Audit Committee but the Group’s external auditor, together with the Chief Executive and the Chief Financial Officer, are also invited to attend the meetings. Other Directors and Non‑Executives may be invited to attend.
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 Accounts.
The Chairman of the Remuneration Committee is Stephen Gutteridge, with Philip Holder as the other Non-Executive member. The Chief Executive and other members of the Board may be invited to attend. 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 senior management, including all personnel receiving a salary exceeding £100k per annum and/or a bonus potential of 50% of salary (2019: same). It is also responsible for reviewing incentive schemes for the Group as a whole.
The Board believes that the Group’s governance framework is currently appropriate for its size and complexity but continues to monitor the suitability of its procedures, which will evolve as the Group grows.
The Group communicates with shareholders through the Annual Report and Accounts, full year and half year announcements, the Annual General Meeting, regulatory news and one-to-one meetings with existing or potential new shareholders throughout the year. Principles 2 and 3 describe our approach to stakeholder engagement in more detail and more information on how the Board engages with our stakeholders is on pages 12 to 14 of the 2020 Annual Report.
A range of corporate information is available to shareholders, investors and the public on the Shareholder information page.