Corporate Governance.

Chairman’s Statement

As Non-Executive Chairman, I am responsible for the leadership of the Board, ensuring its effectiveness on all aspects of its role, including good governance in dealing with all of our stakeholders. This includes ensuring that Board meetings are held in an open manner, that the Directors receive accurate, timely and clear information and allowing sufficient time for agenda items to be discussed. I am also responsible for effective communications with shareholders and relaying any shareholder concerns to the Directors.

Upon joining the Board as Non-executive Chairman in April 2017 it was evident that the Board had a strong focus on corporate governance. The Board is committed to maintaining and evolving high standards of corporate governance throughout the organisation and has adopted the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies in the UK. Accordingly, this section sets out how the Group applies the 10 key principles of the QCA Code.

John Conoley
Non-executive Chairman

Principle 1 – Establish a strategy and business model which promote long term shareholder value for shareholders

The Group’s strategy is to drive margin improvement to sustain growth in shareholder value by leveraging the consultancy services side of the business. The board will invest in measures to accelerate growth in the consulting business whilst sustaining investment in the professional services side of the business. External research anticipates that spend in the global Business Intelligence and Analytics market will increase significantly in the long term and the board believes that the Group is well positioned to exploit this opportunity.

Principle 2 – Seek to understand and meet shareholder needs and expectations

The board seeks to understand the needs of its shareholders through regular engagement with its major shareholders. At the same time the board recognises the need to balance the interests of significant and minority shareholders.

The Group engages with major shareholders through presentations and meetings after the announcement of the Group’s full year results and interim results. All shareholders are given the opportunity to communicate directly with the board at the Annual General Meeting. From time to time the executive directors attend investor events which provides an opportunity to speak to both existing and prospective retail shareholders.

The de facto Senior Independent Director acts as an additional contact point for shareholders if they have reason for concerns, when contact with the normal channels has failed to resolve their concerns.

The Group maintains an investor website which holds all relevant shareholder information.

Principle 3 – Wider Stakeholder and Social Responsibilities

As a professional services business, Parity’s strength derives from the commitment, capability and cultural diversity of its employees. The Group encourages the participation of all employees in the operation and development of the business by offering access to senior management, including executive directors, and adopting a policy of regular communications through road shows and the intranet. The Group supports an Employee Voice forum which comprises volunteer staff members and provides opportunity for upward communication. The Group also encourages participation in an annual employee survey, which is completed anonymously and administered by an independent organisation.

The Group also recognises its responsibilities to other external stakeholders including its clients, contractors, suppliers, the Trustees of the pension plan and its financiers.

It is Group policy to be a good corporate citizen wherever it operates. Encouragement and support is provided to employees who undertake charity or volunteer work.

Whilst Parity Group’s operations by their nature have limited impact on the environment, the Group recognises its responsibilities to protect and sustain the environment and its resources.

Principle 4 – Embed effective risk management

The board is ultimately responsible for the Group’s system of internal control and for reviewing its effectiveness and is assisted in this respect by the Audit Committee. The Group maintains an internal risk register which is updated quarterly and reviewed periodically by the Audit Committee.

The Group does not consider it necessary to have a separate internal audit function, but keeps this need under review. The Company receives regular feedback from its external auditors on the effectiveness of its internal controls and aims to implement any improvements identified.

Principle 5 – Maintain a well-functioning, balanced board

The Board is comprised of two non-executive directors including the Chairman, and two executive Directors. The board has a balance such that no individual or small group of individuals can dominate the Board’s decision making.

The Board delegates specific responsibilities to three Committees: The Audit Committee, The Remuneration Committee and the Nomination Committee. The Audit, Remuneration and Nomination Committees of the Board each have formal written terms of reference. These terms of reference are available in the Corporate Governance section of this website.

The Board has meetings scheduled regularly throughout the year to review and approve the Group’s strategy and to monitor progress against set objectives. Additional meetings are also held as business dictates. The Board has a formal schedule of matters reserved for its specific approval which includes a review of Group strategic, operational and financial matters such as proposed acquisitions and investments. All members of the Board are normally supplied in advance of meetings with the agenda and supporting papers covering the matters which are to be considered.

Principle 6 – Ensure the board has the necessary up-to-date experience, skills and capabilities

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The directors’ biographies are included within the Board of Directors page of this website and illustrate the range of business backgrounds, skills, independence and experience contributed by each board member. The board are aware of the importance of attaining greater diversity amongst its members.

The board has a balance such that no individual or small group of individuals can dominate the Board’s decision making.

All Directors have the opportunity to undertake relevant training.

The Board considers the need for the periodic refreshing of its membership. The two non-executive directors were both appointed since September 2016.

Principle 7 – Evaluating board performance and development

The board undertakes an annual evaluation of its own performance and that of its Committees and individual directors.

The performance of the Non-Executive Chairman is reviewed by the other Non-Executive Director. The outcome of the evaluation of the Board is reviewed by the Board as a whole and the results are used to assist the Board in developing its approach going forward.

The Board considers the need for the periodic refreshing of its membership. The two non-executive directors were both appointed since September 2016.

Principle 8 – Promoting ethical values and behaviors

The Group is committed to maintaining the highest standards of ethics, professionalism and business conduct as well as ensuring that we act in accordance with the law at all times. The Group supports and promotes the principles of equal opportunities in employment and promotes a culture where every employee is treated fairly. The board and management conduct themselves ethically at all times and promote a culture in line with the standards set out in the employee hand book. A culture of teamwork, openness, integrity and professionalism forms a key element of our company principles and values which sets out the standards of behavior we expect from all our employees.

Principle 9 – Maintain governance structures and processes that are fit for purpose

The Non-Executive Chairman is responsible for the leadership of the Board, ensuring its effectiveness on all aspects of its role. This includes ensuring that Board meetings are held in an open manner, that the Directors receive accurate, timely and clear information and allowing sufficient time for agenda items to be discussed. Annual appraisals are held of each Director, providing feedback and reviewing any training or development needs. The Chairman is also responsible for effective communications with shareholders and relaying any shareholder concerns to the Directors. During the year the Non-Executive Chairman met with the other Non-Executive Director without the Executive Directors being present.

The Audit, Remuneration and Nomination Committees of the Board each have formal written terms of reference. These terms of reference are available in the Corporate Governance section of this website.

All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures, applicable rules and regulations are observed. There is an agreed procedure for Directors to obtain independent professional advice, if necessary, at the Group’s expense. New Directors receive a comprehensive, formal and tailored induction to the Group’s operations including corporate governance, the legislative framework.

Authority is delegated to senior operational management through Group authorisation limits on a structured basis, ensuring that proper management oversight exists at the appropriate level.

Principle 10 – Communicate how the company is governed and performing, maintaining a dialogue with shareholders and other relevant stakeholders

The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities, strategy and financial position. Details of all shareholder communications are provided on the Group’s website.

The Group details how it is governed and performing both on this website and in its Annual report and Accounts. Communication with stakeholders including shareholders is discussed under principles 2 and 3 above.

The Group’s Annual and Interim Reports and Notices of the Annual General Meeting for the past 5 years are available on this website.

This page was last reviewed in September 2018.