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

    Our strategy and business model are described on pages 8 to 10 of the 2019 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 that our investments deliver good returns.

    The Board also monitors the actions management are 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.

  • Seek to understand and meet shareholder needs and expectations

    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 and Patrick Lineen, are primarily responsible for shareholder liaison but the Chairman and other Non-Executive Directors may also be contacted by investors where appropriate.

    Shareholders wishing to contact the Company can find contact details here.

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

    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 offering is favoured by many of them over more traditional options available to them to recover funds.

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

    The principal risks facing the Company are shown on page 25 of the 2019 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, since IPO, 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.

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

    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 2019 Annual Report and Accounts.

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

    Three independent Non-Executive Directors were appointed at IPO, each having a range of skills and experience which, collectively with the Executive Directors, enable strong oversight and leadership of the business. On page 26 to 27 of the 2019 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 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. Lee Manning is our Senior Independent Director

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

    The Board is newly formed but has already reviewed the governance arrangements adopted at IPO to ensure they are considered appropriate. During 2019 the Board will undertake its first formal annual evaluation exercise.

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

    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 that 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.

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

    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.

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

    The Board maintains regular communication with shareholders through information released to the market, its investor meetings and AGM. Copies of the historical Annual Report & Accounts and other governance-related documents will be available here for at least five years from the date of publication.

    The Company will publish the outcomes from the AGM on its website, including details of all votes cast, after the meeting has concluded. 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.

    Investor relations contact details are provided here.

    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 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.