FISHING REPUBLIC CORPORATE
Welcome to the investor relations section of our website. In this section we provide access to our corporate and financial information, including annual reports and press releases, along with other investor relations materials. The information required by AIM Rule 26 can also be accessed here.
Last updated on [21 June 2018]
With roughly four million participants, recreational fishing generates approximately £3.5 billion per year in the UK. Fishing Republic is at the forefront of the sport, catering for modern anglers with an unrivalled range of tackle.
ABOUT FISHING REPUBLIC
Starting out as a small business in 1985, the company is now among the largest tackle retailers, serving anglers in every corner of Britain and beyond. Our success has been to give customers the choice and value of an online retail giant, but with the customer service of the traditional tackle shop.
Our wide range of products and knowledgeable staff serve to make our outlets ‘destination’ stores, which draw customers from a wide area. So while Fishing Republic generates approximately 49 per cent of its sales online via third party online retailers and its own websites, we still value real tackle shops and the traditional retail market too.
The Group currently operates a chain of many retail outlets all over England, from the North East to the West Midlands, with a significant combined footprint of retail and warehousing space. Stores are typically located in out-of-town sites with easy car parking facilities and sales staff who are always willing to give advice and share their enthusiasm for fishing.
Among other successes has been the Group’s development of a range of own brand products, including Klobba for clothing and Theseus for fishing tackle. In addition, the Group has established third party, cost effective manufacturing in the Far East for own brand products.
The fishing tackle retail sector is highly fragmented, predominantly comprising a large number of independent retailers including a few established small chains. The Directors believe that there is an opportunity to act as a consolidator in the sector and build a significant market presence through acquisition and organic growth. The Directors believe that Fishing Republic is the only participant in the market looking to act as a consolidator, giving the Group the benefit of first-mover advantage.
James Newman, aged 66, Executive Chairman
James is an experienced non-executive chairman and director of both Main Market and AIM companies. He was formerly chairman of Straight plc and Vianet plc and non-executive director of Dignity plc, Scott Wilson Group plc and Richmond Foods plc. He is currently chairman of the Sheffield City Region Local Enterprise Partnership and Finance Yorkshire. James’ executive career was as a group finance director at a number of public companies including Kelda Group plc, Bridon plc and Watmoughs (Holdings) plc. He is a Fellow of the Institute of Chartered Accountants and a member of the Association of Corporate Treasurers.
Stephen Kyriacou, aged 45, Chief Operating Officer
Steve has over 20 years’ experience in delivering change management programmes, including for the divisions of major organisations such as Primark, Barclays Bank, Morrisons and BT. He joined the Company in December 2017 from Primark Stores, where he was Programme Director for Oracle Retail and Financials. He has been co-ordinating the various operational changes put in place following the Company’s organisational review, and has been leading the new management team, which is implementing the operational improvement plan.
Stephen (Steve) John Gross, aged 47, Executive Director
Steve is the founder of the Group and has over 30 years’ experience in the fishing tackle industry. He is well known in angling circles and is a director and board member of the Angling Trade Association and the Angling Foundation, the two guiding bodies for the UK’s fishing tackle trade. He is also an accomplished angler who represented England in competition and was captain of the England under-21 fly fishing team.
Edward (Ed) Peter McDermott,
Iain McDonald, aged 45, Independent Non-Executive Director
Iain has over 20 years’ experience in investment, in particular in the retail and e-commerce sectors. Over the last 10 years, he has been investing directly into the online and technology sectors and a number of Iain’s long-term investments have been into the most successful e-commerce businesses in Europe. These include The Hut Group Limited, ASOS plc, Boohoo.com plc, MetaPack Limited and Anatwine Limited.Iain previously worked in investment banking at Numis Securities and ING Barings-Charterhouse, where he specialised in retail and e-commerce companies. .
Fishing Republic plc provides investors and its financial audiences with regular updates on its financial performance and corporate achievements. The most recent and archived regulatory announcements are published here.
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Nominated Adviser and Broker
Walker Morris LLP
12 King Street
Leeds LS1 2HL
Tel: +44 (0)113 283 2500
Crowe Clarke Whitehill LLP
St Bride's House 10
London, EC4Y 8EH
T: +44 (0)20 7842 7100
F: +44 (0)20 7583 1720
AuditorsCrowe Clark Whitehill LLP
Manchester M2 5NT, UK
Office Dial: +44 (0)161 214 7500
Address: No. 1 Cornhill
Telephone: +44 (0)20 3178 6378
Share Registrars Limited
9 Lion and Lamb Yard,
Surrey GU9 7L
Corporate Governance Statement – 27th September 2018
The Group’s Directors recognise the importance of sound corporate governance. As an AIM-listed Company, Fishing Republic plc has adopted principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long term shareholder value, encompassing and efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust.
James Newman, in his capacity as Chairman, has assumed responsibility for ensuring that the Group has appropriate corporate governance standards in place and that these requirements are followed and applied within the Group.
The sections below set out the ways in which the Group applies the ten principles and any reasons for non-compliance of the QCA Code in support of the Group’s medium to long-term success.
1. Business Model and Strategy
The strategy and business operations of the Group are set out in the Strategic Report on pages 5 to 16 of the Group’s 2017 Annual Report.
The Group’s strategy and business model and amendments thereto, are developed by key members of the Board and the senior management team and approved by the whole Board. The management team, currently led by the Chief Operating Officer, is responsible for implementing the strategy and managing the business at an operational level.
The Group’s overall strategic objective is to be a successful multi-channel retailer of fishing tackle and equipment and to scale its activities and increase its market share.
The Group has a number of destination stores strategically placed across England and an online platform by which it sells its product range. Ultimately, the Directors believe that this approach will deliver significant long-term value for shareholders by increasing its market share in both sales channels.
In executing the Group’s strategy and operational plans, management will typically confront a range of day-to-day challenges associated with these key risks and uncertainties and will seek to deploy the identified mitigation steps to manage these risks as they manifest themselves. These risks are identified on page 11 of the Group’s 2017 Annual Report.
2. Understanding Shareholder Needs and Expectations
The Group seeks to maintain a regular dialogue with both existing and potential new shareholders in order to communicate the Group’s strategy and progress and to understand the needs and expectations of shareholders.
Beyond the Annual General Meeting, the Chairman and other Executive members of the Board and, where appropriate, other members of the senior management team meet with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group.
The Group’s investor relations activities encompass dialogue with both institutional and private investors. The Company does present at private investor events, providing an opportunity for those investors to meet with representatives from the Group in a more informal setting.
Shareholders are able to contact us via KTZ Communications Limited on 020 3178 6378 or email email@example.com
3. Stakeholder Responsibilities
The Board’s policies in respect of all its stakeholders are contained on page 16 of the Group’s 2017 Annual Report.
The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s employees, partners, suppliers and regulatory authorities. The Group’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups, whilst maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, making amendments to working arrangements and operational plans where appropriate and where such amendments are consistent with the Group’s longer-term strategy.
The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems, it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities.
4. Risk Management
The Board has a policy of reviewing key business risks and oversees the development of processes to ensure that these risks are managed appropriately. The key business risks and uncertainties identified by the Board are shown on page 11 of the Group’s 2017 Annual Report.
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.
A comprehensive budgeting process is completed once a year and updated during the year to reflect current performance and is reviewed and approved by the Board. The Group’s results, compared with the budget and the previous year, are reported to the Board on a monthly basis.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors and other senior Officers of the Company because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.
5. A Well-Function Board of Directors
Fishing Republic plc’s Board currently comprises three Non-executive Directors and two Executive Directors. A new Chief Executive Officer will join the Board in October 2018.
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years.
Directors’ biographies are set out on pages 14 and 15 of the Group’s 2017 Annual Report and on the Group’s website pursuant to AIM Rule 26.
The Board is responsible to the shareholders for the proper management of the Group and meets at least six times a year to set the overall direction and strategy of the Group, to review operational and financial performance. All key operational and investment decisions are subject to Board approval.
The Board considers itself to be sufficiently independent. The QCA Code suggests that a board should have at least two independent Non-executive Directors. All of the Non-executive Directors who currently sit on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such independence.
Non-executive Directors receive their fees in the form of a basic cash fee. Share Options are also offered to the Non-Executive Directors. The option grants concerned are not deemed to be significant, either for any individual Non-executive Director or in aggregate. The current remuneration structure for the Board’s Non-executive Directors is deemed to be proportionate.
6. Appropiate Skills and Experience of the Directors and a Group Company Secretary
The Board considers that all of the Non-executive Directors are of sufficient competence and experience to add strength and objectivity to its activities, and bring considerable expertise to the, operational and financial activities of the Group.
The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group.
During the course of the year, Directors received updates from the Company Secretary and various external advisers including the Group’s lawyers and financial advisers on a number of corporate governance matters.
Directors are encouraged to keep up to date with governance or industry information and to seek personal advice in furtherance of his or her duties and responsibilities.
7. Evaluation of Board Performance
The Board has an informal process for evaluation of its own performance, that of its committees and individual Directors, including the Chairman. This is undertaken by the Non-Executive Directors and the Chairman as appropriate.
The Board will use any evaluation results when considering the adequacy of the composition of the Board and for succession planning.
8. Corporate Culture
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. An open culture is encouraged within the Group, with regular communications to staff regarding progress and staff feedback regularly sought.
The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group operates a Health and Safety Committee, which meets monthly to monitor, review and make decisions concerning health and safety matters. The Group’s health and safety policies and procedures are enshrined in the Group’s documented quality systems, which encompass all aspects of the Group’s day-to-day operations.
The Board also takes into account any conflict of interests where declared. There are considered to be no conflict of interests apart from those identified on page 36 of the Group’s 2017 Annual Report.
9. Maintenance of Governance Structure and Process
The Board has overall responsibility for promoting the success of the Group. The Executive Directors have day-to-day responsibility for the operational management of the Group’s activities. The Non-executive Directors are responsible for bringing independent and objective judgment to Board decisions.
There is a clear separation of the roles of Chief Operating Officer and Non-executive Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group and chairs the Nominations Committee. The Chief Operating Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.
The Board has established an Audit Committee, a Remuneration Committee and Nominations Committee with formally delegated duties and responsibilities as detailed below.
The Audit Committee, composed of the three Non-Executive Directors, is chaired by Edward McDermott. The Committee meets at least twice a year and assists the Board in meeting responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the annual financial audit. It also considers the cost-effectiveness, independence and objectivity of the Auditors, taking account of any non-audit services provided by them.
The Remuneration Committee also comprises the Non-Executive Directors and is chaired by James Newman. The Remuneration Committee meets at least once a year to determine the appropriate remuneration for the Company’s Executive Directors, ensuring that this reflects their performance and that of the Group, and to demonstrate to shareholders that executive remuneration is set by Board members, who have no personal interest in the outcome of their decisions.
The Group operates a performance bonus scheme for the Executive Directors. The objective of adopting the scheme is to provide the appropriate reward and incentive for the successful financial performance of the Group in line with the Company’s aims and strategy. The Company also has in place an HM Revenue and Customs approved share option scheme and unapproved options to subscribe for shares.
These have been granted to most of the Directors and employees. Directors’ emoluments are disclosed on page 30 and details of Directors’ options are disclosed in the Directors’ report on page 13 of the Group’s 2017 Annual Report.
The Directors believe that the above disclosures constitute sufficient disclosure to meet the QCA Code’s requirement for a Remuneration Committee Report. Consequently, a separate Remuneration Committee Report is not presented in the Group’s Annual Report.
The Nominations Committee is chaired by James Newman. It meets as required and has responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors.
10. Shareholder Communications
The Group places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate.
COUNTRY OF INCORPORATION AND MAIN COUNTRY OF OPERATION
Fishing Republic plc is incorporated and registered in England and Wales with registered number 9196822. Its main country of operation is the United Kingdom.
Fishing Republic plc is subject to the UK City Code on Takeovers and Mergers.
The Company is traded on the Alternative Investment Market (“AIM”) of the London Stock Exchange.