Corporate governance

Our strategy and business model are described on pages 4 to 6 of the 2023 Annual Report and Accounts. Through the regular management reports provided to the Board, delivery of the strategy is closely monitored, and management is challenged to ensure a disciplined approach is maintained to case selection and oversight, both of which are key to ensuring our investments deliver good returns.

The Board also monitors the actions management is taking to establish and cement the strong relationships within the insolvency sector which will ensure the business is well-placed to benefit from high quality case opportunities.

Our regular meetings with institutional investors and our Annual General Meeting provide important opportunities for dialogue with our shareholders and feedback from those conversations is shared with the Board to ensure all Directors are properly informed of shareholder views.

The Executive Directors of the Board, Steven Cooklin, Mark Tavener and Mena Halton, are primarily responsible for shareholder liaison but the Chairman and other Non-Executive Directors may also be contacted by investors where appropriate. Contact details are provided on our investor website.

Manolete performs an important role by providing an alternative option for Insolvency Practitioners to pursue claims on behalf, and for the benefit, of creditors. We nurture positive relationships with insolvency industry partners as these will, over the long-term, deliver benefits for the business.

These values of good conduct and fairness also extend to our employees and suppliers, all of whom are important resources for the business and its long-term success.

Through our dealings with Insolvency Practitioners and advisers, we are able to understand the extent to which our business model is favoured by many of them over more traditional options available to them to recover funds.

The principal risks facing the Company are shown on pages 20 and 21 of the 2023 Annual Report and Accounts.

The Board actively monitors risks including case selection and management and the procedures which underpin these vital elements of the business. It has approved considerable strengthening of the in-house team and regional network of lawyers in order to reduce reliance on key individuals and has been pleased to note good progress in enhancing the rigour of internal processes and controls.

The Board is working effectively as a team. Meetings are well-structured, with appropriate and timely information provided to enable adequate preparation. Discussions are conducted in an open and transparent manner and all Directors feel free to express their views and challenge management, both in formal meetings and on other occasions.

The time commitment required of Directors, the number of meetings held and meeting attendance are described on page 31 of the 2023 Annual Report and Accounts.

The three independent Non-Executive Directors each have a range of skills and experience which, collectively with the Executive Directors, enable strong oversight and leadership of the business. On page pages 24 and 25 of the 2023 Annual Report and Accounts the attributes of each Director are outlined more fully.

Since appointment, each Non-Executive Director has taken steps to develop their understanding of the business and its processes. This has included detailed questioning at Board and committee meetings, time spent with individual members of staff and attendance at investment committee meetings. These and other development activities will continue.

The appointment of Mena Halton to the Board, as Managing Director, took place during the year to further enhance the legal expertise and discussion at the Board.

The Board and its Committees are supported by an experienced independent Company Secretary who provides advice and guidance on corporate governance best practice, board processes and regulatory compliance.

The Board has reviewed the governance arrangements adopted at IPO to ensure they are considered appropriate. During 2023 the Board undertook its fourth formal evaluation exercise which was conducted by a series of questionnaires analysing individual and board effectiveness.

The exercise comprised a detailed questionnaire completed by each Director, with the results compiled into a formal report which was then discussed by the Board. Actions arising from the evaluation have been addressed and a further evaluation will be carried out in 2024.

The Chairman evaluates the performance of the other Directors, individually and as a whole, with the Senior Independent Director evaluating the Chairman’s performance.

The Board is conscious of the need for appropriate succession planning and keeps such matters under review.

Manolete’s business is founded on principles of fairness and high standards of conduct which support our relationships with Insolvency Practitioners for the long-term benefit of the business.

The Board has adopted a number of policies, including anti-bribery and corruption and whistleblowing policies, which ensure the team understands the ethical expectations placed upon them.

By promoting a business model which values and encourages the establishment and maintenance of strong relationships with partners based on our culture of fair dealing, the Board makes clear the behavioural standards required by everyone in the Company.

The Company has also drawn up its own Environmental, Social and Governance (ESG) Policy which includes a Code of Conduct. This Code contains the fundamental business principles that set these standards and guides our conduct across the Company and in our business dealings. The Company expects all business associates to follow the principles set out in the Code.

In turn this demands that the Company, its Directors and its employees operate in an honest, professional and ethical manner which is essential for our reputation as well as building trust and respect with our key stakeholders including customers, business associates, employees, communities and shareholders.

Our corporate governance practices are compliant with the QCA Code and have been designed to be appropriate to the business, its size, challenges and resources. They will be kept under review and are likely to evolve as the business develops.

The roles of the Chairman, who is responsible for leading the Board and governance arrangements, and the Chief Executive Officer, who is responsible for implementing strategy and managing the business on a day-to-day basis, are also well understood.

The Board maintains regular communication with shareholders through information released to the market, its investor meetings and AGM.

The business also fosters other key relationships, for example with the insolvency practice community. It regularly supports industry events such as conferences in order to inform Insolvency Practitioners and other industry professionals about Manolete as a potential provider of support in pursuing claims on behalf of creditors and to improve understanding of the model which Manolete operates.