Upper Thames Holdings Plc (“UPPT”) Code of Corporate Governance

UPPT is registered in Gibraltar but, in the absence of a Corporate Governance Code for Gibraltar, has adopted in principle the QCA Corporate Governance Code except where stated in the Corporate Governance Statement below. This statement of Corporate Governance is intended to meet the AQUIS Stock Exchange corporate governance requirements.. The Corporate Governance Code will also apply to any subsidiaries or companies in which UPPT has a majority voting interest unless otherwise stated.

The Statement on the Code of Corporate Governance is set out below and on the Company website (www.upperthames.co.uk). The Code of Corporate Governance will be reviewed as necessary. Subsequent amendments to the Code of Corporate Governance will be set out in future Annual Reports and on the website.

Below “UPPT” sets out how its application of the ten principles of the QCA Code in support of its strategic development:

1. Establish a strategy and business model which promote long-term value for shareholders

UPPT does not currently operate a trading business so our strategy and business model to promote long-term value for shareholders is in transition.

2. Seeks to understand and meet shareholder needs and expectation

The Board encourages constructive feedback from its shareholders on their needs and expectations for the Company at other online and in-person presentations by board members. We seek at all times to provide open and realistic communications with shareholders while ensuring compliance with our regulatory obligations.

The primary point for investor relations contacts is This email address is being protected from spambots. You need JavaScript enabled to view it.

3. Takes into account wider stakeholder and social responsibilities and their implications for longer term success

In its current stage or re-development, the Company has a reduced set of stakeholders. The Company has an open and compliant approach to its dealings with the regulators concerned with the admission of the Company’s shares to trading on the AQUIS Exchange. The Board seeks to identify suppliers that provide the right balance of capabilities and cost and are identified purely on an arms-length commercial basis. The Company’s suppliers will be paid in line with agreed payment terms and the Board will act in an ethical manner in all dealings and expect the same from its suppliers. The Company recognises that as it formulates, approves and implements its strategies, there will be wider stakeholder and social responsibilities which will have to be taken into account, in particular in relation to employees (currently there are none) and the communities in which it becomes active. The Board will seek constructive feedback from all its stakeholders.

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

The Board is responsible for the systems of risk management and internal control, as well as reviewing their suitability and effectiveness. The Board identifies and addresses all risks based on a considered assessment of the likelihood of a risk occurring and the magnitude of the risk to the Company were it to occur, from both an upside and downside perspective. Currently the Company’s risks primarily relate to supplier selection and treasury functions. The Board take a collegiate approach to risk management to avoid problems with risks being placed in silos. The approach of the Board to risk management will be refined as the Board develops its business strategy. It is the intention of the Board to provide an updated risk management approach, in accordance with Principle 4 when the business is in full operation

5. Maintain the Board as a well functioning, balanced team lead by the Chairman

The Board currently comprises an Executive Chairman and one non-executive director. The board will be expanded as new operations are added.

With the Company in its current state of re-development, the Board believes that two directors is appropriate.

Concurrently with the implementation of the new business initiatives, the Board will review its blend and range of skills and experience to oversee the development and implementation and make changes and additions if necessary.

The Board of Directors is scheduled to meet 4 times a year.

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

The Board considers that with reference to the current financial risk and operation scale of the Company’s activities the company has sufficient current experience, skills and capabilities but is mindful that its nascent business strategies and plans will require continual review and evaluation of experience, skills and capabilities. As the Company develops its new business strategy, then these matters will need to be reviewed, as will the diversity and gender balance of the Board.

The Board of Directors consists of:

  • Richard Poulden, Executive Chairman
  • Alan Gravett, Non-Executive Director

Details of each director’s relevant experience , skills and personal qualities can be found here. Each board member keeps their skills up to date through a combination of courses, continuing professional development through professional bodies and reading.

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

The Board seeks to maintain high standards of transparency and integrity in conduct business. The Company currently does not have any employees. As the Company develops a future business strategy, the Board understands the importance of developing an ethical corporate strategy alongside this.

The Board ensures that ethical values and behaviours are recognised and respected through an ethical review of the Company’s activities at each board meeting.

It is intended that the Company will include a statement in accordance with Principle 8 in the annual report and accounts for the year to 31 March 2019; no statement in accordance with Principle 8 was included in the annual report and accounts for the year to 31 March 2018.

8. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

Board Meetings are held quarterly. The agenda has been equally focused on reviewing the plans for a new strategic direction, evaluating the key risks and high-level review of financial performance vs. budgets month by month and cumulatively.

The Company currently has an Executive Chairman; it does not currently have a Chief Executive Officer. The Executive Chairman’s Role is to develop the strategy of the Company in conjunction with the Board and to execute that strategy..

The Board intends to evolve its approach to Corporate Governance alongside the development of its business strategy.

10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Executive Chairman of UPPT has overall responsibility for Corporate Governance. The principles* of corporate governance are satisfied through discharge of specific responsibilities for Leadership, Board Management Relationships, Board Committees, Board Meetings and any other duties, which the Board may request from time-to-time.

Notices of all general meetings and annual report and accounts published by the Company for the last five years can be viewed on the Company’s website.

The above information has been updated on 17 July 2020.