to download our Annual Review

76 Pages·2015·11.18 MB·English

CHAMPIONING THE
ENGINES OF GROWTH
Annual Review 2015
www.theqca.com
Page 1 QCA Annual Review 2015
Page 2 QCA Annual Review 2015
INDEX
About Us 02
Officers and Board of Directors 03
Executive Team 05
Key Achievements of the Year 06
Chairman’s Statement 08
Chief Executive’s Report 10
Treasurer’s Statement 13
Reports of the Expert Group Chairmen 15
Key Campaigns and Our Expert Groups 16
Our Consultation Responses 18
Corporate Finance Expert Group 20
Corporate Governance Expert Group 24
Financial Reporting Expert Group 29
Legal Expert Group 32
Secondary Markets Expert Group 36
Share Schemes Expert Group 39
Tax Expert Group 42
2015 Events 45
Annual Conference 46
Tax Roundtable with David Gauke MP 48
Fund Manager Programme 49
Inspiring Trust: The New Audit Committee Guide 50
QCA/Baker Tilly Small and Mid-Cap Investors
Survey Launch 51
Directors Dinners 52
A Bad Deal in the Boardroom and Bad AGMs 53
Technical Events 54
Annual General Meeting 2014 55
Annual Dinner 2014 56
Quoted Companies Alliance Members 57
Acknowledgements 72
QCA Annual Review 2015 Page 1
A BOUT US
We are the Quoted Companies Alliance, the
independent membership organisation that
champions the interests of small to mid-size
quoted companies.
The value of our members to the UK economy is vast – as
is their potential. So our goal is to create an environment
where that potential is fulfilled.
We identify the issues that matter to our members. We keep
them informed. And we interact to build the understanding
and connections that help our members stay ahead. The
influence we have, the influence we use and the influence
we grow ensures that our members always benefit from the
impact of our initiatives.
Page 2 QCA Annual Review 2015
OFFICERS AND BOARD OF DIRECTORS
Officers
President Brian Winterflood, Winterflood Securities Ltd
Chairman Michael Higgins, Ebiquity plc
Deputy Chairman Theresa Wallis, LiDCO Group plc
Treasurer Paul Watts, Baker Tilly
Executive Position
Chief Executive Tim Ward
Board of Directors (as at 30 June 2015)
Michael Higgins Ebiquity PLC
Theresa Wallis LiDCO Group PLC
Paul Watts Baker Tilly
Tim Ward Quoted Companies Alliance
Anthony Carey Mazars LLP
Oliver Hemsley Numis Securities Ltd
Harry Hyman Primary Health Properties PLC
Jeremy Landau K&L Gates LLP
Judith MacKenzie Downing LLP
Alan Newman YouGov PLC
Claire Noyce Hybridan LLP
Simon O’Brien PricewaterhouseCoopers LLP
Julian Palfreyman Winterflood Securities Ltd
Tom Shaw Charles Russell Speechlys LLP
Samantha Smith finnCap
Richard Steele Portmeirion Group PLC
Donald Stewart Progility PLC
Vijay Thakrar Deloitte LLP
Gervais Williams Miton Group PLC
QCA Annual Review 2015 Page 3
Expert Group Chairmen and Deputy Chairmen
(as at 30 June 2015)
Corporate Finance Richard Evans, Chief Operating Officer,
Strand Hanson Limited (Chairman)
Corporate Governance Edward Craft, Partner, Wedlake Bell
LLP (Chairman)
Colin Jones, Head of London Audit,
UHY Hacker Young LLP
(Deputy Chairman)
Financial Reporting Matthew Stallabrass, Partner, Crowe
Clark Whitehill LLP (Chairman)
Legal Gary Thorpe, Partner, Clyde & Co LLP
(Chairman)
Maegen Morrison, Partner, Hogan
Lovells International LLP
(Deputy Chairman)
Secondary Markets Simon Rafferty, Director of Risk &
Compliance, Winterflood Securities Ltd
Jon Gerty, Group Head of Regulation,
Shore Capital Group Ltd
(Deputy Chairman)
Share Schemes Fiona Bell, Partner, Baker Tilly
(Chairman)
Michael Landon, Share Plan Director,
MM&K Limited (Deputy Chairman)
Jared Cranney, Company Secretary, ISG
PLC (Deputy Chairman)
Tax Neil Pamplin, Tax Partner, Grant Thornton
UK LLP (Chairman)
Paul Fay, Partner, Crowe Clark Whitehill
LLP (Deputy Chairman)
Page 4 QCA Annual Review 2015
EXECUTIVE TEAM
Tim Ward Kate Jalbert Samantha Green Hayley Zeff
Chief Executive Head of Policy and Head of Marketing Head of
Communications and Events Membership
Chris Stapeley Maria Gomes Lydia Uthayakumar Sandra Mallia
PA to the Chief Policy Adviser Events Assistant Membership
Executive and Executive
Office Manager
QCA Annual Review 2015 Page 5
KEY ACHIEVEMENTS OF THE YEAR
Campaigned for changes to the Prospectus Directive
We produced detailed proposals for changes to the
Prospectus Directive so that companies are able to raise
finance more efficiently.
Campaigned for the proposed Financial Reporting
Council levies to be reduced
The Financial Reporting Council took on board our
comments and reduced the proposed levy increase for
companies with the smallest market capitalisations.
Published our revised Audit Committee Guide
Our Audit Committee Guide for Small and Mid-Size
Quoted Companies was revised and updated to help
audit committee members to be effective in their roles,
to meet investor expectations and to comply with
regulatory best practice.
Made our PDF guides free for members
PDF
The pdf versions of our guides are now free for all
Quoted Companies Alliance members in an effort
to make them more accessible.
Published the second QCA/Baker Tilly Small
and Mid-Cap Investors Survey
Our survey of 16 fund managers gives important
insight into how investors make their investment
decisions and helps companies to improve their
engagement with their investor base.
Held our fourth annual conference
Nearly 200 delegates attended our annual conference
– Engineering Growth for Small and Mid-Size Quoted
Companies – to hear from leading industry speakers
about the growth of quoted companies and public
equity markets, with Sir Win Bischoff, Helena Morrissey
and Dr Kay Swinburne MEP speaking.
Page 6 QCA Annual Review 2015
Published PULSE, the new report of our QCA/
BDO Small and Mid-Cap Sentiment Index
Our new triannual report provides up-to-date
information on the key issues affecting the small and
mid-size quoted company sector, as well as tracking
business sentiment.
Published the second QCA/UHY Hacker Young
Corporate Governance Behaviour Review
Our second report shows the level of corporate
governance disclosure amongst small and mid-
size quoted companies and key areas where
improvement is needed.
Campaigned against proposed restrictions on how
investment research is paid for
We participated in the MiFID II review and responded to
the FCA’s proposals on the use of dealing commissions
to ensure that investment research in small and mid-size
quoted companies is not eroded.
Proposed reforms to Entrepreneurs’ Relief
We campaigned for the removal of the arbitrary 5%
shareholding requirement so that capital gains tax relief is
available to all who make a meaningful contribution to the
long-term success and growth of a business.
Campaigned for the development of a SME asset class
We proposed the creation of a designated SME asset class
to focus investment in and increase coverage of small and
mid-size quoted companies.
Campaigned to permit small and mid-size
quoted companies to use a proportionate form
of IFRS
We pushed for small and mid-size quoted companies
to be able to use a less complex and more
appropriate accounting standard in order to reduce
the costs of meeting investors’ disclosure needs.
QCA Annual Review 2015 Page 7
CHAIRMAN’S STATEMENT
I am pleased to present the Annual Review of
the activities of your organisation, the Quoted
Companies Alliance, for the year ended 30
June 2015.
Last year I acknowledged the contributions of my predecessor,
the executive team – particularly our Chief Executive –
and our expert groups in passing me the Chairmanship
Michael Higgins
of an organisation in rude health with a greatly enlarged
Chairman
membership. I am delighted to report that at the end of June
this year our membership had reached its highest level since
1999, with a year-on-year increase of 21 members or 10
percent. Most gratifying is the increase of 13 percent in our
corporate membership.
As I wrote last year, the greater our membership and the
greater our resources, the more powerful our message is.
We must not be complacent and must continue to make
membership of the Quoted Companies Alliance a requirement
rather than an option for all those organisations involved in,
and who enjoy the benefits of, the capital markets that serve
small and mid-size companies.
The arrival of a Government with an overall majority, following
a protracted pre-election uncertainty, gives us an environment
where our messages to make the capital markets fit-for-
purpose for our members can be heard.
However, we have to recognise that the UK’s relationship with
Europe is now, and will be for some time, a key area of debate.
Despite this, our efforts must continue unabated in ensuring
that European-led changes to our capital markets are carefully
evaluated and their impact assessed. We must, wherever
possible, eliminate or minimise any adverse impact.
During the year, the executive team and our expert groups
submitted nearly 50 responses to various organisations where
change was contemplated. Over a dozen of these were to
Page 8 QCA Annual Review 2015