Corporate governance

QCA Code

The Company has a very robust financial profile and the Board’s role is to further enable the growth and development of the business. A critical feature of the Company’s business model is aligning the interests of the Insolvency Practitioner and their lawyers to get fair returns for Creditor Estates.

The principle of fairness runs through the daily business of the Company. Board appointments are also made on the basis of understanding and endorsing that principle. It is also reflected in the Board and management team’s promotion of a Company culture of integrity and trustworthiness.

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Deliver growth
  • Establish a strategy and business model which promotes long-term value for shareholders

    The Manolete Board is responsible for establishing the business model and strategy for the Company and will undertake a review of strategy at least annually. Progress against clear objectives is regularly monitored and adjustments are made where appropriate in response to developments in the business or external environment which create new opportunities or risks.

    Manolete is seeking to increase its share of the insolvency litigation market as Insolvency Practitioners continue to transition away from the inefficient conditional fee agreements (CFA) and ‘after the event’ (ATE) insurance model towards the more cost-effective solution of litigation finance. Manolete is already the leading player in this market but seeks to grow further by financing a higher volume of insolvency litigation claims and by acquiring and funding larger claims.

    Manolete benefitted from two important regulatory changes. The Jackson Reforms under the Legal Aid, Sentencing and Punishment of Offenders Act 2012, specific to the Insolvency Litigation sector, came into force in April 2016. Additionally, the Small Business Enterprise and Employment Act 2015 increased the scope of cases Manolete could invest in. These changes have made litigation funding a more attractive model to the Insolvency Practitioner.

  • Seek to understand and meet shareholder needs and expectations

    The Manolete Board sets meaningful dialogue with shareholders and investors as a high priority. We greatly vaue the importance of feedback. Accordingly, conversations with investors will be undertaken as appropriate.

    The Board shares a common objective with shareholders, to see Manolete grow its established UK platform and earn attractive returns on its investments in well-managed insolvency claims.

    The Executive Directors of the Board, Steven Cooklin and Patrick Lineen, will primarily be responsible for shareholder liaison. Investor meetings will include a section of Q and A. At our annual general meeting, shareholders will be able to directly ask questions of specific Board members, including the Chairmen of our Committees.

  • Take into account wider stakeholder and social responsibilities and their implications for long-term success

    Manolete’s key group of stakeholders are Insolvency Practitioners, their chosen legal advisers and the creditors they represent, along with the Company’s employees. It has established a strong regional network of (280+) Insolvency Practitioners across each part of Great Britain and adopts a responsible approach to case selection, management and settlement. Manolete has been nominated at the Turnaround, Restructuring and Insolvency (TRI) Awards for Insolvency Litigation Funder of the Year on three occasions, winning in 2016 and 2017.

    The successful and efficient resolution of insolvency claims helps ensure that creditors maximise their dividends in insolvency situations. The relatively rapid and higher ‘pence-in-the pound’ distributions mean creditor firms face less risk to their own viability so the Manolete model their businesses bringing benefits to the wider business community. HMRC is very often the largest creditor of insolvent companies and bankrupt individuals, therefore Manolete's success yields substantial amounts to HM Treasury.

    The Board is conscious the success of the Manolete business is dependent on the expertise and dedication of our talented team. The Board is committed to ensuring Manolete remains an attractive employer, treating all colleagues in the business fairly and ensuring employees are appropriately rewarded. The Chief Executive will report to the Board on employment and related matters.

  • Embed effective risk management, considering both opportunities and threats, throughout the organisation

    The Board is conscious of its responsibility to ensure the key risks faced by the business are identified and well managed. To assist it in this task, the Board has established an Audit Committee which will regularly review the risk register and seek assurance that existing risk management processes are appropriately robust.

    Poor case selection and/or management could result in lower than expected returns on Manolete’s investments. To mitigate against this, Manolete has an experienced Investment Committee which assesses all new enquiries and monitors the risks and progress on existing investments in cases. The Investment Committee is responsible for making decisions about which cases are taken on and, as cases progress, whether they should be aborted or settled. The Investment Committee considers the net worth of new case opportunities, structures new case offers and for live cases carries out exit/abort considerations.

    The Board will be kept well-informed of all new case investments and key developments on existing live cases.

Maintain a dynamic management framework
  • Maintain the board as a well-functioning, balanced team led by the chair

    Manolete has a highly experienced Board with a strong mix of relevant skills and experience. The Board has appointed an independent Non-Executive Chairman, Peter Bertram, who has previously fulfilled several Director roles in successful publicly listed companies.

    The membership of the Board also includes two other independent Non-Executive Directors: a former senior UK insolvency judge, Stephen Baister, and a highly experienced Insolvency Practitioner, Lee Manning, formerly a partner at Deloitte. There are two Executive Board roles: Manolete Chief Executive, Steven Cooklin, and the Chief Financial Officer, Patrick Lineen.

    The Board is expected to meet formally on six occasions per year and is supported by an independent Company Secretary. All Directors receive detailed Board papers in sufficient time to ensure they are fully briefed on all Board business.

    The Audit Committee comprises Lee Manning, Peter Bertram and Stephen Baister and is chaired by Lee Manning, who has relevant and recent financial experience. It will meet at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee will also meet regularly with the Company's external auditors, including in the absence of management.

    The Remuneration Committee comprises Stephen Baister, Peter Bertram and Lee Manning and is chaired by Stephen Baister. The Remuneration Committee will meet at least once a year and otherwise as required.

  • Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

    The Directors of the Board have a broad wealth of skills and experience covering finance, the law, insolvency, banking and corporate governance. The Board considers that, collectively, they have the attributes needed to deliver the strategy of the company for the benefit of the shareholders over the medium to long-term. The full biographies of the Directors are available from the ‘Our Board’ page of Manolete’s Investor website.

    Specific skills and experience of Board members include:

    Steven Cooklin, Chief Executive
    Steven is a Chartered Accountant and has over 20 years’ experience in corporate finance with National Westminster Bank, Calder Corporate Advisory Ltd and Hill Samuel Investment Bank and is a former Director of HSBC Investment Bank (Corporate Finance Division).

    Patrick Lineen, Chief Financial Officer
    Patrick is a Fellow of the Institute of Chartered Accountants and has been the CFO of two listed UK companies (James R Knowles (Holdings) plc and Baqus Group plc) both in the professional services sector. He trained as an accountant and auditor at PricewaterhouseCoopers and has over 30 years’ experience as a financial officer across a variety of businesses including Begbies Traynor Group plc. He has also regularly acted as a forensic accountant and expert witness in disputes and claims.

    Peter Bertram, Independent Non-Executive Chairman
    Peter is Chairman of Zinc Media plc and non-executive director of Low & Bonar plc. From 2004 to 2015, he was Chairman of Phoenix IT Group plc. He has held a variety of senior Non-Executive positions in public companies in security, IT and media including AttentiV Systems Group plc, office2office plc, Anite Group plc, Timeweave plc and Psion plc. Peter was senior Non-Executive Director and chair of the Audit Committee at Microgen plc.

    Lee Manning, Independent Non-Executive Director
    Lee is a qualified accountant and a specialist in restructuring and insolvency. He is a licensed UK Insolvency Practitioner. Between 2004 and 2018 he was a partner at Deloitte LLP in Restructuring Services. He was previously a Partner at Kroll Buchler Phillips, practitioners in corporate recovery and restructuring.

    Dr Stephen Baister, Non-Executive Director
    Stephen was appointed as a bankruptcy registrar (Judge) of the High Court in 1996 and as chief bankruptcy registrar in 2004. He is a qualified solicitor, was a licensed Insolvency Practitioner and has a PhD in Law.

    The Independent Chairman, with the support of the Company Secretary, will ensure that the balance of the Board, including the mix of experience, skills and capabilities of the Board members, as well as diversity factors, is kept under review.

    The Board, its Committees and individual Directors may seek external advice on any relevant matter.

    The Company Secretary supports the Chairman in ensuring there is an appropriate induction programme in place for new Directors, and that any on-going training requirements are met to keep their skills set up to date.

  • Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

    The Board will carry out an annual Board performance evaluation.

    The evaluation, which will be carried out with the support of the Company Secretary and where necessary external assessors, will assess the performance of the Board and Committees and identify areas for improvement. As well as reviewing Board processes and the experience, skills, capabilities and diversity of Directors, the quality of debate and boardroom dynamics will be addressed. The purpose of the evaluation is to ensure the Board is competent to deliver effectively on its overarching strategic objectives.

    The evaluation process will take account of the skills and experience needed both to govern the current the operations of the business and to determine and deliver its future strategy. This assessment of the balance of skills will underpin both succession planning and external board recruitment activities.

  • Promote a corporate culture that is based on ethical values and behaviours

    An underpinning ethos and culture of the Company is to give access to justice for creditors in cases of insolvency. This principle of fairness is set out clearly on the Manolete website and runs through the daily business of the Company.

    Board appointments are also made on the basis of understanding and endorsing that principle. It is also reflected in the Board and management team’s promotion of a culture of integrity and trustworthiness throughout the Company and especially in its dealings with Insolvency Practitioners and their lawyers. External research carried out in the summer of 2018 showed Manolete was considered consistently straightforward and fair in its treatment of these external stakeholders.

    Manolete is an Equal Opportunities employer and promotes a culture of mutual respect and appropriate conduct within the whole team in its day-to-day business.

  • Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

    The governance structures have been agreed by all members of the Board and the Company Secretary and are deemed to be robust, fit for purpose and compliant with the QCA Code. They will be kept under constant review, but in particular will be considered as part of the annual Board evaluation. Board members are able to freely express suggestions on how governance arrangements could be strengthened.

    The independent Chairman is responsible for leading the Board to ensure Manolete has in place the strategy, resources, governance structure and culture to deliver value to shareholders and other stakeholders.

    The CEO is responsible for executing and implementing Board strategy and leading day-to-day management of the Company.

    The Remuneration and Audit Committees are comprised of independent Non-Executive Directors, Stephen Baister, Peter Bertram and Lee Manning.

    The Board believes that its committees and the executive Investment Committee are staffed with experienced, competent members.

Build Trust
  • Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

    The Board is committed to transparent communication with shareholders of its progress, plans and business model through formal meetings and full-year and half-year results. It will also hold open AGMs where shareholders will be able to ask questions of the Board, including the Committee chairmen, directly on strategy, business performance and other matters. In the event that a significant proportion of votes are cast against a resolution in a general meeting, signalling a degree of shareholder disquiet over some element of our plans or activities, the board will consider and disclose how it intends to understand and respond to those concerns. Our investor website will be regularly updated.