The Conygar Investment Company PLC (“Conygar”) is an AIM quoted property investment and development group dealing primarily in UK property. The group aims to invest in property assets where we can add significant value using our property management, development and transaction structuring skills.
The Conygar Investment Company PLC
First Floor, Suite 3, 1 Duchess Street, London, W1W 6AN, United Kingdom
The information on this website is provided for the purpose of Rule 26 of the AIM Rules for Companies. The Conygar Investment Company PLC ("Conygar" or the "Company") is incorporated and operates mainly in the United Kingdom (registered number 4907617). It is listed on the Alternative Investment Market of London Stock Exchange ("AIM").
As at 9 January 2020, the company's issued share capital comprises 53,591,590 ordinary shares of 5p each excluding 2,930,845 shares held by as treasury. All shares carry voting rights and are free of any restrictions on transferability.
As far as Conygar is aware, approximately 12.7
The Company has been notified of the following significant shareholders:
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9,991,218 | 18.64% |
| ROBERT WARE |
4,500,000 | 8.40% |
| BIM SANDHU |
4,015,000 | 7.49% |
Corporate Governance
The Conygar Investment Company PLC (the "Company") is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all its practices are conducted transparently, ethically and efficiently. The Company believes that
Accordingly, the Company has in place specific committees and policies to ensure that:
* it is led by an effective Board which is collectively responsible for the long-term success of the Company;
* the Board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
* the Board establishes a formal and transparent arrangement for considering how it applies corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company's auditors; and
* there is a dialogue with shareholders based on the mutual understanding of the Company’s objectives.
In addition, the Company has adopted policies in relation to:
* anti-corruption and bribery;
* whistleblowing;
* health and safety;
* environment and community;
* IT, communications and systems; and
* social media,
so that all aspects of the Company are run in a robust and responsible way.
The Board of Directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company's strategy, budgets, and corporate actions. In order to achieve its objectives, the Board adopts the ten principles of the QCA Code. Through successfully implementing these principles, the Company aims to deliver long-term growth for shareholders and is able to maintain a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the Board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the Board is comprised of:
* a chairman, whose primary responsibility is the delivery of the Company's corporate governance model. The chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
* 4 executive Directors; and
* 3 independent, non-executive Directors, one of whom is the Chairman.
The Board considers that Nigel Hamway, Michael Wigley and Bim Sandhu are independent, non-executive Directors. The Board believes that the size and composition of the Board
The Board is responsible for the overall management the Company and, save for those matters reserved for committees of the Board, all matters pertaining to the overall management of the Company and the measurement and review of its performance are reserved for the Board. The Board will meet not less than ten times per year and otherwise on an as required basis, to review, formulate and approve the Company’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals.
The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. At this stage of the Company’s development and size, the Board does not consider it appropriate to have a Nominations Committee and the Board will take decisions regarding the appointment of new Directors as a whole, following a thorough assessment of a potential candidate’s skill and suitability for the role and the ongoing efficacy of the Board. The merits of constituting a separate Nominations Committee will be kept under review.
The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.
Some of the Audit Committee's duties include:
* reviewing the Company's accounting policies and reports produced by internal and external audit functions;
* considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditors;
* reporting its views to the Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
* reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
* reviewing the adequacy and effectiveness of the Company's anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
* overseeing the appointment of and the relationship with the external auditor.
The audit committee is chaired by Nigel Hamway and its other members are Michael Wigley and Bim Sandhu, all of which are independent, non-executive Directors. The audit committee meets not less than two times annually.
The purpose of the Remuneration Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chairman and the
Some of the Remuneration Committee's duties include:
* reviewing the pay and employment conditions across the Company, including the Board of Directors; and
* approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;
The Remuneration Committee has three members, comprising Nigel Hamway, Michael Wigley and Bim Sandhu.
Assessment of the Board’s performance and that of its committees will be undertaken by the Board as a whole, led by the Company’s Chairman. Although the Company has no formal procedure for measuring the effectiveness of the Board, the Board carefully reviews its effectiveness by reference to financial performance, adherence to budgets, succession planning and the overall growth of the Company and taking account of the opinions and insights of its auditors, Nominated Adviser, broker, legal and other advisers. The method of assessing Board effectiveness and performance will be reviewed on a continuous basis.
The Company is committed to ensuring that the Company operates according to the highest ethical standards for which the Board has primary responsibility. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. As the Board currently
The Company has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Company and persons associated with the Company (such as consultants, contractors or agency staff), requiring them to observe and uphold a
The Company has adopted a share dealing code to ensure Directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR"), which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
Under the Share Dealing Code, the Company must:
* disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
* keep a list of each person who is in possession of inside information relating to the Company;
* procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
Communications with shareholders are given high priority. The Company communicates with shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, are available on the Company’s website along with the interim and annual accounts, shareholder notifications and other corporate governance material for at least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.
Shareholders will have the opportunity to meet Board members at general meetings and there may be other opportunities such as investor meetings and presentations at which shareholders and stakeholders will be able to ask questions of management.
For more information on The Conygar Investment Company PLC, please complete our Contact Us form.
The Board believes that other than shareholders, the Company’s key stakeholders are the Company’s staff, its tenants and the communities where the Company’s development projects are situated. Given the size of the Company, all matters relating to customers and key employees are dealt with at Board level.
The UK City Code on Takeovers and Mergers applies to the Company.
Date on which this information was last reviewed: 28 September 2018
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Principal |
Disclosure |
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1. Establish a strategy and business model which promotes long-term value for shareholders. |
See page 6 of the Annual Report for the financial year ended 30 September 2019. |
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2. Seek to understand and meet shareholder needs and expectations. |
See “Shareholder and Stakeholder Engagement” above. |
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3. Take into account wider stakeholder and social responsibilities and their implications for |
See “Shareholder and Stakeholder Engagement” and “Other Stakeholders” above. |
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4. Embed effective risk management, considering both opportunities and threats, throughout the |
See pages 9 to 12 of the Annual Report for the financial year ended 30 September 2019. |
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5. Maintain the Board as a well-functioning, balanced team led by the chair. |
See page 13 of the Annual Report for the financial year ended 30 September 2019. |
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6. Ensure that between them the Directors have the necessary up-to-date experience, skills |
See page 13 of the Annual Report for the financial year ended 30 September 2019. See also “Board of Directors”, “Audit Committee” and “Remuneration Committee” above. |
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7. Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement. |
See “Evaluating Board Performance” above. |
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8. Promote a corporate culture that is based on sound ethical values and |
See “Promoting Ethical Values and Behaviours” above. |
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9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board. |
See “The Board”, “Audit Committee” and “Remuneration Committee” above. |
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10. Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders. |
See pages 17 to 19 of the Annual Report for the financial year ended 30 September 2019. See also “Shareholder and Stakeholder Engagement” and “Other Stakeholders” above. |
In addition, the Company has adopted policies in relation to:
Takeover code
The company is subject to the UK city code on Takeovers and Mergers
This website was last updated on 24 March 2020.
The Board currently comprises the chief executive, the finance director, two property directors and three independent non-executive directors of which one is chairman. These demonstrate a range of experience and sufficient calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct which are vital to the success of the company. The Board is responsible to shareholders for the proper management of the company.
The Board has a formal schedule of matters specifically reserved to it. All directors have access to the advice and services of the company secretary, R H McCaskill, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, the company secretary ensures that the directors receive appropriate training as necessary. The appointment and removal of the company secretary is a matter for the Board as a whole.
The Board meets approximately ten times a year, reviewing trading performance, ensuring adequate funding, setting and monitoring strategy, examining major acquisition possibilities and reporting to shareholders. The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered.
The remuneration and audit committees deal with specific aspects of the group’s affairs.
Nigel Hamway, aged 63, qualified as a member of the Institute of Chartered Accountants in England and Wales with Peat Marwick after obtaining a degree from Cambridge University. He joined Dubilier PLC as chief financial accountant, leaving to take up a position in international corporate finance at Charterhouse Bank in 1986, becoming a director in 1990.
From 1991 to 2016, he was a director of Charterhouse Development Capital. For several years he was responsible for Charterhouse's international investment business. He has had extensive Board experience in many countries and businesses.
Chief Executive – Robert WareRobert Ware, aged 64, qualified as a member of the Institute of Chartered Accountants in England and Wales with Peat Marwick. He served as a director of Development Securities PLC between 1988 and 1994, filling the roles of joint managing director and finance director in the latter stage of his tenure. He joined MEPC PLC in June 1997, serving first as corporate development director and then as deputy chief executive between June 1997 and June 2003. He is Chairman of Marwyn Value Investors Limited and also Chairman of Terra Catalyst Fund. He is a non-executive director of Tarsus Group PLC. All of which are quoted on the London Stock Exchange.
Finance Director - Ross McCaskillRoss McCaskill, aged 39, graduated with a Classics degree from Oxford University in 2003 and subsequently joined Dixon Wilson, a firm of Chartered Accountants specialising in the provision of services to high net worth private clients. Having received a broad training, Ross qualified as a member of the Institute of Chartered Accountants in England and Wales and was then seconded to the firm's Paris office. There, he was responsible for managing services provided to clients with complex offshore structures, most of which held sizeable property portfolios and landed estates.
In 2007, he joined Prestbury Investment Holdings Limited and managed the finances of a number of the group's investment property portfolios before joining Conygar in 2009 as Financial Controller.
Property Director – Freddie JonesFreddie Jones, aged 39, graduated from St Andrews University before going on to Cass Business School where he completed an MSc in Real Estate Finance and graduated from there in 2007. He joined Conygar in 2008 and has since then managed multiple investment and development projects for them.
Property Director - Christopher WareChristopher Ware, aged 33, graduated from the University of Exeter before completing a Master’s degree in Real Estate. He started his career at Colliers International, working in the Central London investment team and becoming a Chartered Surveyor in that time. He joined Conygar in 2012 after a time at ICG Longbow. Christopher is a CFA charterholder.
Non-Executive Director - Michael WigleyMichael Wigley, aged 79, was a stockbroker in the City of London from 1964 until his retirement in 1999. The majority of that time was spent with the firm of Anderson where he was senior partner at the time of the takeover by Matheson Investment Limited in 1987. He was a director of the latter company until 1997. He was Chairman and latterly a non-executive director of Development Securities PLC between 1990 and 2000.
Non-Executive Director - Bim SandhuBim Sandhu, aged 58, is a graduate of the LSE and was Secretary of the KPMG UK Property & Construction Group after qualification as a Chartered Accountant. He left to become FD and then MD of the UK operations of a client, Hudson Conway, an Australian listed developer. Bim was co-founder & CEO of UK developer Raven Mount plc and co-founder of Raven Russia Limited, a developer of logistics warehouses, and co-founder and Chairman of Raven Audley Court plc, a developer and operator of Assisted Living facilities. He is currently owner & CEO of The Santon Group and Non-Executive director of AEW UK Reit plc and Africa Logistics Properties.
The company’s remuneration committee is chaired by N J Hamway and its other members are M D Wigley and B Sandhu. It is responsible for making recommendations to the Board, within agreed terms of reference, on the company’s framework of executive remuneration and its cost. The committee determines the contract terms, remuneration and other benefits for each of the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors. The non-executive directors are not involved in any discussions or decisions about their own remuneration.
The audit committee is chaired by N J Hamway and its other members are M D Wigley and B Sandhu, and meets not less than two times annually. The committee provides a forum for reporting by the company’s external auditors. Meetings are also attended, by invitation, by the chief executive and the finance director.
The audit committee is responsible for reviewing a wide range of matters including the half-year and annual financial statements before their submission to the Board and monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The audit committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the audit with external auditors. The audit committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.
Liberum Capital Limited, Ropemaker Place Level 12, 25 Ropemaker Street, London EC2Y 9LY
RegistrarShare Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR
Solicitors to the CompanyGowling WLG (UK) LLP, 4 More London, Riverside, London, SE1 2AU
AuditorsSaffery Champness LLP, 71 Queen Victoria Street, London, EC4V 4BE
Robert Ware (robertware@conygar.com)
Finance DirectorRoss McCaskill (rossmccaskill@conygar.com)
Property DirectorFreddie Jones (freddiejones@conygar.com)
Property DirectorChristopher Ware (christopherware@conygar.com)
Financial ControllerDavid Baldwin (davidbaldwin@conygar.com)