Corporate Governance

The Board

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and for the consideration of significant financing and legal matters.

The Group is currently led and controlled by a Board, chaired by Mr. Gopinath Pillai and comprising of the Chairman, and two Executive Directors – Mr. Haider M. Sithawalla, CEO and Dr. Sam Malafeh, Deputy CEO, and 5 Non-Executive Directors.

The Board considers that the Non-Executive Directors each have specific expertise and experience, materially enhancing knowledge and judgment to contribute to the overall performance of the Board. Click here to see the biographies of the Board of Directors.

From Board
Personnel
  • Gopinath Pillai
  • Ramasamy Jayapal
  • Wee Hock Kee
  • Navin Khattar
  • Sabin Joshi
  • Nadir Ali Zafar
Board Title
Designation
  • Chairman
  • Non-Executive Dir.
  • Non-Executive Dir.
  • Non-Executive Dir.
  • Non-Executive Dir.
  • Non-Executive Dir.
Audit & Risk
Committee Title
  • Member
  • Member
  • Chairman
  • Member
Remuneration
Committee Title
  • Member
  • Member
  • Chairman
  • Member
 -

Principle and Approch of the Board

As an AIM company, Malvern International plc is not required to comply with the UK Corporate Governance Code (the ‘Code’) which applies only to fully listed UK companies and adherence to which requires the commitment of significant resources and cost. However high standards of Corporate Governance are a key priority of the Board and details of how the Company addresses key governance issues are set out in this Corporate Governance section of this website by reference to the 12 principles of Corporate Governance developed by the Quoted Companies Alliance, stated as follows.

SETTING OUT THE VISION AND STRATEGY

Application

The Board should express a shared view of the company’s vision and strategy, including details of:

  • what the company is working to achieve;
  • the period in which its objectives are to be achieved; and
  • what is required to achieve these objectives.

This view should be well communicated, both internally and externally.

Compliance

The Company’s vision is to invest in and develop its operating businesses in the global education sector to deliver long term, sustainable growth in shareholder value.  It seeks to share this vision and details of the implementation of its strategy through internal dialogue with employees as well as external communications by way of public announcements and dissemination of information through this website.

MANAGING AND COMMUNICATING RISK AND IMPLEMENTING INTERNAL CONTROL

Application

The Board is responsible for putting in place and communicating a sound system to manage risk and implement internal controls.

The management of risk is an essential business practice. Boards are expected to balance risk and return, threat and opportunity. Setting strategy includes determining the extent of exposure to the critical risks the Company is willing and able to bear.

 Compliance

The Board has established an Audit and Risk Management Committee, a summary of which is set out on this web page.  The Company has an established and internal audit function led by the Group Financial Officer, reporting to the Chairman and the Board, to systematically review each area of its business to monitor the effectiveness of internal financial controls.

ARTICULATING STRATEGY THROUGH CORPORATE COMMUNICATION AND INVESTOR RELATIONS

Application

A healthy dialogue should exist between the board and all of its shareholders to enable shareholders to come to informed decisions about the company.

Appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder body. This will assist:

  • the communication of shareholders’ views to the board; and
  • shareholders’ understanding of the unique circumstances and constraints faced by that company.

Compliance

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 Board holds regular meetings with larger shareholders and regards the annual general meeting as a good opportunity to communicate directly with shareholders via an open question and answer session.

The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

MEETING THE NEEDS AND OBJECTIVES OF OUR SHAREHOLDERS

Application

Directors should develop a good understanding of the needs and expectations of the Company’s shareholders, as well as the motivations behind shareholder voting decisions.

No board ever wants to find itself in a position where it is voted down by shareholders. Accordingly, it is in the interests of the company to understand the view of shareholders before a potentially controversial or unusual proposal is put to them.

Companies with a dominant shareholder must be particularly aware of the need to hear the voices of and protect the interests of minority shareholders and must therefore consider whether it is necessary to put in place contractual arrangements such as a relationship agreement.

Compliance

The Board is aware of the need to protect the interests of minority shareholders, and balancing these interests with those of any more substantial shareholders.

The Board comprises the Chairman, two Executive Directors and five Non-Executive Directors.  Board meetings are held at least four times a year.

The Company has a policy of appointing non-executive directors who can provide an independent view of the Company’s activities.

In some cases a non- executive may also be appointed to represent the interests of a major shareholder where the board is satisfied that he or she has the requisite experience and is fully aware of his or her fiduciary duty to act in the wider interests of shareholders as a whole.

The board does not consider that the company currently has a dominant shareholder where special contractual arrangements would be necessary to protect the interests of minority shareholders.

Appointments continue subject to rotation and re-election by shareholders at the Annual General Meeting.

A description of the roles of the Directors is included within the Board of Directors page of this website.

The Company publishes all relevant material, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.

MEETING STAKEHOLDER AND SOCIAL RESPONSIBILITIES

Application

Good governance includes the Board considering the Company’s impact on society, the community and the environment.

Every company should consider its corporate social and environmental responsibilities and how these issues are integrated into the company’s strategy.   This will help create long term value and reduce risk to shareholders and other stakeholders.

 Compliance

The Directors are aware of the Company’s responsibilities to the communities within which they operate and are keen to adopt a proactive approach towards community education-driven initiatives, particularly where they involve the education of those less fortunate members of the respective communities.  The Company is currently involved with Refugee Aid agencies in the UK as well as community associations in Asia.

The Group’s responsibilities to stakeholders including staff, suppliers and customers and wider society are also recognised.

The environmental impact of the Group’s activities is carefully considered and the maintenance of high environmental standards is a priority.

USING COST EFFECTIVE AND VALUE ADDED ARRANGEMENTS

Application

There is a direct cost of delivering effective corporate governance. It is therefore vital to adopt effective and proportionate governance arrangements. The company should benefit from clear and efficient decision making processes.

There should be a clear understanding between the board and the shareholders of how value is enhanced and abuses prevented through effective corporate governance.

Compliance

Whilst the Group recognises the importance of high standards of Corporate Governance the Board has sought to address the matter in a proportionate way having regard to the size and resources of the Group.

The principal risks faced by the Group are addressed by the appointment of an experienced executive board supported by a group of experienced non- executive directors and a team of appropriately qualified professional advisers.

The executive directors are closely involved in the day to day operations of the Group and the operating subsidiaries and report to the Board in detail on a frequent basis. Their reports include a breakdown on the performance of each educational institution including key performance indicators such as tuition fees and student numbers, which are noted in the Group’s Annual Report and highlighted within the Chairman’s Statement accompanying this Report.

DEVELOPING STRUCTURES AND PROCESSES

Application

The company should determine governance structures and processes appropriate to it, based on:

  • corporate culture;
  • size;
  • the capacity and appetite for risk and the tolerances of the company; and
  • business complexity.

There should be a clear statement as to how the company intends to fulfil its objectives.

The company’s governance structures should evolve in parallel with the company’s strategy and business.

Compliance

Details of the Company’s corporate governance arrangements are provided on within this Corporate Governance section of this website.

BEING RESPONSIBLE AND ACCOUNTABLE

Application

Responsibility for corporate governance lies with the Chairman.

The Chairman must therefore determine where responsibility lies within the company for the delivery of key outputs.

The Board has a collective responsibility and legal obligation to promote the long term success of the company.

Compliance

This webpage provides full disclosure on the Company’s corporate governance policy and processes.

A description of the roles of the Directors is included within the Board of Directors page of this website.

HAVING BALANCE ON THE BOARD

Application

The Board should not be dominated by one person or by one group of people.

The Board must not be so large as to prevent efficient operation but must not be too small to be ineffective.

The Board should be balanced between executive and non-executive directors and should have at least two independent non-executive directors.

 Compliance

The Board is comprised of a Chairman,  two executive Directors, and five non-executive Directors.

Whilst the Company is guided by the provisions of the Code in respect of the independence of directors, it gives regard to the overall effectiveness and independence of the contribution made by directors to the Board in considering their independence.

A description of the roles of the Directors is included within the Board of Directors page of this website.

HAVING APPROPRIATE SKILLS AND CAPABILITIES ON THE BOARD

Application

The board must have an appropriate balance of functional and sector skills and experience.

The board should be supported by committees (audit, remuneration and others) that have the necessary character, skills and knowledge to discharge their duties and responsibilities effectively.

Compliance

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of all Directors are included within the Board of Directors page of this website.

As noted above, the Company has put in place an Audit and Risk Management Committee as well as a Remuneration Committee. The responsibilities of each of these committees have been summarised within this webpage.  Going forward, the Board will continue to discuss and consider the establishment of further committees where necessary to provide relevant support to the Board.

EVALUATING BOARD PERFORMANCE AND DEVELOPMENT

Application

The Board should periodically review its performance, as well as the performance of its board committees and the performance of individual board members. Performance appraisals may include external review and may also identify development needs.

The Board should ensure that it possesses the skills and experience to meet present and future business needs. Ineffective directors (whether executive or non-executive) must be identified, supported to become effective and, if that is not possible, replaced. Review, development and mentoring of directors and the wider management team are very important.

It is healthy for membership of the Board to be periodically refreshed, regardless of performance issues.

Succession planning is a vital task for Boards. No member of the Board should become indispensable. How well succession is managed (particularly of the Chairman and the Chief Executive) represents a key measure of the effectiveness of a board.

Compliance

The Company undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports. Responsibility for assessing and monitoring the performance of the executive directors lies with the Chairman and the independent non executive directors.

The Board considers the need for the periodic refreshing of its membership. Two new non- executive directors have been appointed since September 2016.

PROVIDING INFORMATION AND SUPPORT

Application

The whole Board and its committees should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

Non-executive directors should be provided with access to all information they require and to external advice as necessary.

Compliance

The Board is provided with detailed financial reports of the Group’s financial performance on a regular basis with more frequent updates if required. Detailed written reports and management accounts are provided prior to the Company’s regular board meetings. Recommendations from the executive directors are delivered in a timely manner with supporting documentation, supplemented as required by reports from external professional advisers so that the board can constructively challenge recommendations before making decisions.

Audit Committee

The purpose of the Audit & Risk Management Committee, which is chaired by Mr. Wee Heck Wee, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:

  • to monitor the integrity of the financial statements of the Company and any formal announcement relating to the Company's performance
  • to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors
  • to keep under review the relationship with the external auditors including, but not limited to, their independence and objectivity
  • to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems and to review, at least annually, the need for an internal audit function

Remuneration Committee

The purpose of the Remuneration Committee, which is chaired by Mr. Navin Khattar, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Non-Executive Directors. The key terms are as follows:

  • to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors
  • to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options
  • to determine targets for any performance-related pay schemes and
  • to determine the policy for and scope of pension arrangements for Non-Executive Directors

Articles and Memorandum of Association

  • Articles of Association
  • Memorandum of Association.

International Financial Reporting Standards (“IRS”)

The financial statements of Malvern International plc are being prepared in accordance with applicable IFRS as adopted by the European Union.