Our corporate governance statement and information about our policies.

As an AIM-listed company, the Company is required to provide details of a recognised corporate governance code that the Board of Directors has decided to apply and explain how the Company complies with that code, and where it departs from its chosen corporate governance code provide an explanation of the reasons for doing so.

In considering its own arrangements for governance, the Company adopted the provisions of the Quoted Companies Alliance’s Corporate Governance Code (the QCA Code), published in April 2018. The key elements of the Company’s corporate governance arrangements are described in this report.

I am delighted to confirm that we comply with all the principles of the QCA Code, as well as elements of the UK Corporate Governance Code, published in July 2018. We will continue to adopt further elements of the UK Corporate Governance Code as appropriate. We are confident that our proven approach to corporate governance will help to shape a robust and strong organisation as we deliver our strategic plan and take the business to the next phase of growth.

Our core values of investing in our people, systems and capacity remain as important to us today as they have been over the last 23 years. A culture of strong corporate governance is an essential element of that. There was one change to the Board during the financial year, with Kelly Olsen joining the Board on 24 January 2018. Kelly resigned as a Non-executive Director of the Company on 17 October 2018, in order to allow her to concentrate on a new external, full-time position. The Board extends its thanks to Kelly for her dedication and contribution to the Company during her short time with it.

Please download our annual report for more details about corporate governance.


The key elements of the Company’s corporate governance arrangements are described below.

Our strenghts

Market potential
There are over 30 million premises in the UK representing c.53 million gas and electricity meters that will be changed during the smart meter programme, of which approximately 14.9 million were exchanged by December 2018. The non-domestic smart meter rollout (of which just over a million devices have been installed) covers approximately 2 million sites. Every installed electricity smart meter will also require data services for the purposes of settlement and provides additional energy service opportunities. 

People
Our complete energy service is supported by our in-house engineering and expert consultancy workforce across the UK. This extensive industry knowledge allows us to make smart decisions about all aspects of our customers’ projects.

IT systems
We have significant IT software and data security capabilities and capacity and the ability to develop new applications and technologies to the ongoing benefit of our customers.

Customer relationships
Enjoying long-standing multi-level relationships with energy suppliers and the UK Industrial and Commercial sector, the enduring partnerships we maintain with our customers are testament to our unrivalled support, extensive industry knowledge and commitment to providing successful, innovative and forward-thinking energy solutions.

Our business

Our business model is based on connecting, owning, operating and maintaining metering systems and databases on behalf of energy
suppliers, as well as downstream energy and environmental management services for large energy consumers and multi-site organisations.
Our fully integrated service is tailored to customers in the gas and electricity connection, meter and energy services markets.

Asset installations
Direct field force management and asset installation, targeting the domestic smart meter opportunity. Design, installation and management of utility connections and energy infrastructure.

Asset and data management
Investing in meter and energy infrastructure assets and providing remote reading solutions and other data services, focusing on increasing growth rate of meter assets portfolio and driving recurring revenue.

Energy management
Providing energy-efficient strategies with key focus on cross-selling and establishing additional energy-efficient products and services.

Supported by

Capital investment
We maintain strong relationships with our banking business partners which work with us to facilitate our growth plans. On 21 December 2018 a new banking facility was signed, providing the business access to £420m over the next five years. This provides certainty and flexibility by providing significant additional financial capacity to take advantage of further opportunities in the UK domestic smart meter rollout.

Strategic acquisitions
Acquisition of UPL in 2014 allowed us to offer a dual fuel solution, with the integration of electric meter asset installation, ownership and data business services. Acquisitions in 2016 allowed us to obtain control over the installation element of asset ownership, including end-to-end information technology infrastructure and supporting technology innovation, and to invest in growth through additional engineering capacity.

Creating value 

For investors
Growing revenue and profits, enabling us to pay a progressive dividend while retaining funds to invest for future growth.

- 5.98p total dividend per share

For customers 
Provide an end-to-end service in all aspects of utility infrastructure, smart metering and energy management. This breadth of service makes us unique in our industry, with our expertise allowing our customers to have confidence that we will deliver an appropriate solution.

- 3.1m managed meter and data assets

For employees
Interesting and challenging careers in a growing business that offers them the chance to develop and reach their potential.

- 964 Total employees 

Our strategy

We are positioned to own utility assets in a fast-moving market. We have an experienced in-house national workforce who undertake comprehensive meter installation replacement and safety review activity.

Relationship with shareholders

The Company values its dialogue with both institutional and private investors. Effective two-way communication with fund managers, institutional investors and analysts is actively pursued and this encompasses issues such as performance, policy and strategy.

Private investors are encouraged to participate in the AGM at which the Chairman presents a review of the results and comments on current business activity. The Chairs of the Audit and Remuneration Committees are also available at the AGM to answer any shareholder questions. The Chairman is available to answer questions throughout the year, upon request by investors. If investors have any matters that they wish to raise outside the timing of the AGM these can be raised using the contact details on the Group’s website.

The Board actively seeks dialogue with the market as understanding what analysts and investors think about the Group is a key part of driving the business forward. Discussions with the market provide the Board with the opportunity to understand analysts’ and investors’ views on the Company’s strategy and performance. The Board receives regular updates on the views of shareholders through briefings and reports from the Chief Financial Officer and the Group’s retained advisers. In addition, the Non-executive Directors are available to meet shareholders if they wish to raise any issues separately.

Financial results and other notable news releases such as contract wins and changes to our strategy are published via the London Stock Exchange’s Regulatory News Service (RNS).

Notice of the AGM is posted as an enclosure of the Annual Report and is available to download from the Company’s website.

Click here for contact details for investment queries.

Engaging with our stakeholders strengthens our relationships and helps the business make better decisions that enable it to deliver on its commitments. The Board is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them and the business, and to enable the Board to understand and consider these issues in it decision making. In addition to our shareholders, supplier and customers, our employees are one of our most important stakeholder groups. The Board closely monitors and reviews the results of the all of its employee engagement as well as a number of any other feedback it receives to ensure alignment of interests.

Corporate social responsibility

Corporate social responsibility is an integral element of our business model and critical to our commitment to managing risk in all areas of the Company. We aim to effectively deliver solutions to our customers while also caring for the environment on which we all depend.

Our solutions enable us to have a significant overall positive environmental impact by influencing both our supply chain and customers in the energy and utility choices they make. We strive to achieve the sustainability goal of affordable and clean energy through a low-carbon smart energy revolution, which SMS are helping enable through various outlets.

When appointing an outsourced contractor to deliver any works on our behalf, environmental considerations are agreed as part of our contract specifications and competencies are assessed prior to acceptance onto the SMS contractor supply database.

We also carefully manage our own operational environmental impact through robust internal energy and environmental management systems. In 2018 we launched our EnviroMatters campaign, an initiative designed to encourage employees to think and act more sustainably both inside and outside of work. As part of the scheme a number of “Green Heroes” have been appointed across the organisation to help drive this initiative.

Diversity and human rights

The Group places considerable value on the involvement of its employees and continues to keep them informed of matters affecting them and the performance of the business. This is achieved through regular communications, employee newsletters, briefings and meetings. In 2018, SMS launched an internal intranet site which acts as an information hub for Company news and information.

We promote a corporate culture that is based on ethical values and behaviours. Various indicators are used to monitor and provide insight into the Group’s culture, including employee engagement, health, safety and wellbeing measures and diversity indicators. The state of the Group’s culture is assessed through compliance reviews, internal audit and formal and informal channels for employees to speak up. SMS is an equal opportunities employer and our employees and applicants are treated fairly and equally regardless of their age, colour, creed, disability, full or part-time status, gender, marital status, national or ethnic origin, race, religion or sexual orientation. Our commitment to diversity means creating a working environment that is respectful and engaging and we firmly believe that diversity helps to enhance productivity and innovation.

We have an anti-corruption policy in place which relates to compliance with the Bribery Act 2010. We also provide a confidential whistleblower service. The outcome of any report or incident investigation is summarised and provided to the Audit Committee for its review.

We continue to monitor the impact of our work in the area of modern slavery, in line with the UK Modern Slavery Act 2015, ensuring we have in place the most effective responses to any potential risk.

We believe in the preservation of human rights and recognise both their importance and our obligation to protect them. To support this commitment, we have policies covering key areas such as grievances, harassment and bullying at work, equal opportunities and dignity and professional conduct and behaviour, to ensure that all our employees, customers, suppliers and their stakeholders are treated fairly and with respect. We also monitor our gender pay gap and published results can be found on our website.

We employed on average 915 people in the UK during the year. As at the financial year-end date of 31 December 2018 the Group employed 964 people, excluding three Non-executive Directors.

Effective Risk Management and Internal Control

Effective risk governance

The Board is responsible for setting the tone at the top and the monitoring of business performance includes a regular review of risks that could impact on delivering the strategy and achieving our organisational objectives. The Board is supported by an effective governance structure that includes an Audit Committee which continuously reviews the effectiveness of the Group’s systems for internal control, financial reporting and risk management processes.

Internal control and risk management 

Ownership of ordinary shares will involve a variety of risks which, if they occur, may have a material adverse effect on the Group’s business and financial condition and on the market price of the ordinary shares. We have a detailed and comprehensive risk management process, covering all aspects of business and operational risk.

All risks are assigned mitigating actions with an appropriate business owner and are supported by an executive sponsor to ensure there is a robust process for continuous improvement.

The safety of everyone involved in or associated with our business is of the utmost critical importance We are proud of our assurance activities, which always ensure that health and safety is our top agenda item. However, we are not complacent and continue to invest and rigorously challenge, evaluate and assess the risks within our business to ensure that we are doing everything possible to ensure the safety of all of our stakeholders. This rigorous challenge, evaluation and assessment of risks applies equally to areas outside of health and safety and helps us to grow a stronger, well-managed business.

The internal audit function reviews different areas of risk as part of its internal audit work. Where improvements are identified in the risk profile of the Group internal audit work with the appropriate level of management to design and implement processes which will help to mitigate the risks identified.

Board Leadership and Board Structure

The Board currently comprises:

  • Chairman, Willie MacDiarmid
  • the Chief Executive, Alan Foy
  • the Chief Financial Officer, David Thompson
  • three Non-Executive Directors, Miriam Greenwood, Graeme Bisset and Kelly Olsen.

The details of each director are set out in the Board of Directors section of this website. Click here to see the biographies of the Board of Directors. The Board consider each of the non-executive directors and the Chairman to be independent.

Miriam Greenwood is the senior independent non-executive director.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Matters for review by the Board are communicated in advance of formal meetings.

There is a formal schedule of matters reserved for the Board, including approval of the Group’s annual budget, the Group’s strategy, acquisitions, disposals and capital expenditure or investment projects above certain thresholds, approval of the Annual Report, approval of any reports or information to be issued to shareholders of the Company, approval of the Company’s share dealing policy, the appointment of the Company’s independent auditors, the Company’s dividend policy, borrowing powers, approval of any material changes to the Company’s accounting policies or insurance policies, remuneration of directors, executive officers and senior employees, alterations to the constitutional documents of the Company, the adoption of any new or amendment of any major employee benefit plans, legal actions brought by or against the Group above certain thresholds, authorisation of political and charitable donations and the scope of delegations and appointments to Board committees and subsidiary boards. Responsibility for the development of policy and strategy and operational management is delegated to the executive directors and senior management team.

Board activities are structured to develop the Group’s strategy and to enable the Board to support management on the delivery of the Group’s strategy within a transparent governance framework. The Board also regularly discussed governance, risk and reputation management and financial performance.

The Chairman and non-executive Directors have other third-party commitments including directorships of other companies. The Company is satisfied that these associated commitments have no measurable impact on their ability to discharge their responsibilities effectively. The executive directors have no third-party commitments.

The Company has directors’ and officers’ liability insurance in place.

The Board of Directors and Senior management are listed on our website.

Click here to see the current Directors and Senior Managers.

The roles within the Board are set out under principle 9. below including the role of the Company Secretary and the Senior Independent Non-executive Director.

Independent advice

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

All directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. In addition, the Company Secretary will ensure that the Directors receive appropriate training where necessary. The appointment and removal of the Company Secretary is a matter for the Board as a whole. All Directors are supplied with information in a timely manner in a form, and of a quality, appropriate to enable them to discharge their duties.

Board evaluation

The Company has implemented a formal process of annual performance evaluation for the Board, its Committees and individual Directors. The year to 31 December 2018 is the third year of this process. This process gives the Directors the opportunity to identify areas for improvement both jointly and individually through the use of questionnaires, one-to-one sessions with the Chairman and open discussion.

As part of the annual performance evaluation of the Board, the Non-executive Directors met, led by the Senior Independent Director and without the Chairman present, to appraise the Chairman’s performance. There were also discussions between the Chairman and the Non-executive Directors, without the Executive Directors present, to discuss feedback arising from the evaluation for each Executive Director.

The evaluation process was run internally and commenced with the completion of a questionnaire containing a number of multiple choice and free text questions. The evaluation covered a wide spectrum of aspects affecting the Board including the composition and size of the Board (including succession), the appropriate range of skills, Board members’ views on the strategic focus of the Board, the quality of Board materials and the frequency of meetings. A summary of the results was then compiled, and feedback obtained, and a discussion between the participants is facilitated.

The subsequent Board discussion highlighted certain areas including ensuring that the Board is focused on strategic matters, that sufficient time is available for discussion on important matters and other practical issues for consideration. The Board is committed to acting on the results of the evaluation and taking the appropriate action where any development needs have been identified.

The intention is that a performance evaluation of the Board, the Board Committees and individual Directors will be conducted annually and the method for such review will continue to be reviewed by the Board annually in order to optimise the process.

Succession planning is a matter reserved for the Executive Directors and the Non-executive Directors. A paper covering the subject is produced and reviewed by both the Nomination and Remuneration Committees when carrying out succession planning. The Board’s policy is for the Board t

Click here to download Nomination Committee Terms of Reference.

Various indicators are used to monitor and provide insight into the Group’s culture, including employee engagement, health, safety and wellbeing measures and diversity indicators. The state of the Group’s culture is assessed through compliance reviews, internal audit and formal and informal channels for employees to speak up, including a whistleblowing hotline that allows employees to make disclosures in confidence. The Company ensures action is taken to address behaviour that falls short of the Company’s expectations. The Board believes that in fast growing business like the Group, both in terms of employee numbers and the overall size of the size of the business, the mix of informal and informal channels provides a faster and more robust process loop to address the matters raised by the workforce.

Where Directors have concerns about the operation of the Board or the management of the Company that cannot be resolved, their concerns are recorded in the minutes of the Board meetings. On their resignation, a non-executive Director has the opportunity to provide a written statement to the Chairman, for circulation to the Board, if they have any concerns about the operation of the Board or the management.

Sustainability

People management and development

Our people are our biggest asset. Learning and development continues to be an area of focus for us, as we firmly believe that investment in our employees has a direct and positive impact on our employee retention rates and the engagement levels of our staff. Each part of the business has training programmes in place to provide our employees with the necessary skills to perform their role; training is a combination of on-the-job learning and specific skill development through training courses. Our in-house, fully accredited training academy means that we have the ability to recruit and train our own workforce.

With further investment we are increasing capacity and capability

Many of our training programmes are tailored specifically for our employees and utilise real-life scenarios. This approach results in standardised training programmes and which reinforce our core values, creating a workforce that represents the high levels of performance the business demands.

Health and safety

Protecting the health and safety of our people, customers, suppliers and members of the public is a core priority for us and we are pleased to report there have been no significant health and safety incidents in the year.

During 2018 we increased the involvement of our Executive Directors with specific health and safety accountabilities being assigned to certain Board members. The Board is committed to ensuring that the necessary organisation exists and resources are available to facilitate the achievement of our health and safety goals, which are monitored on a monthly basis.

Our Executive Directors are supported by the Head of Group SHE (Safety, Health and Environmental) team whose responsibility is to ensure that the health and safety policy, standards and procedures are effective and implemented throughout SMS. We employ a rigorous approach to risk management in order to avoid incidents which could bring harm to the public or our people and damage to Company property or reputation. Through the organisation’s risk management process, we have identified key health and safety risk factors and have put mitigating actions in place.

In 2018, the SHE team introduced a Technical Executive Committee. This Committee meets monthly and is responsible for improving governance, monitoring and controlling significant safety risks and improving the harmonisation of policies and procedures across the Group. The SHE team was also restructured and strengthened, with two additional regional SHE advisers being appointed along with a SHE administrator. We also invested in a new Electronic Safety Management System, which will be the cornerstone of our risk management processes.

Division of responsibilities

The responsibilities of the roles within the Board are set out as below:

Role Responsibilities
Chairman Responsible for leading the Board, its effectiveness and governance, setting the agenda to take full account of the issues and concerns of the Directors and ensuring the links between the shareholders, Board and management are strong
Chief Executive Officer Responsible for the day-to-day leadership, management and control of the Group, for recommending the Group strategy to the Board and ensuring that the strategy and decisions of the Board are implemented via management.
Chief Financial Officer Responsible for the day-to-day financial management and sustainability of the Group and providing general support to the Chief Executive Officer including the financial and operational performance of the business.
Senior Independent Director Provides a sounding board for the Chairman, acts as an intermediary for the other Directors when necessary and is available to meet with shareholders.
Independent Non-executive Directors Constructively challenge the Executive Directors and monitor the delivery of the Group strategy within the risk and control environment set by the Board.
Company Secretary Supports the Chairman and Chief Executive Officer and is available to all Directors for advice and support. Informs the Board and Committees on governance matters and is responsible for development.
Board Meetings and attendance

Board meetings are scheduled to be held eight times each year. Between these meetings, as required, additional Board meetings and Board Committee meetings may be held to progress the Company’s business. A part of each Board meeting is dedicated to the discussion of specific strategy matters. Any conflicts of interest are declared at the start of each Board meeting and appropriate action is taken where necessary to ensure independent judgement is not overridden. Half of the Board, excluding the Chairman, are considered independent, which helps to address any conflicts of interest that may arise.

In 2018, the Board held eight scheduled meetings. At each meeting the Board received reports from:

  • the Chief Executive Officer on health and safety, strategic, operational and business developments, and investor relations;
  • the Chief Financial Officer on the financial performance of the business, budget, funding and capital; and
  • each of the Board Committees on matters discussed at their meetings.

Board activities are structured to develop the Group’s strategy and to enable the Board to support management on the delivery of the Group’s strategy within a transparent governance framework. The Board also regularly discussed governance, risk and reputation management and financial performance.

In advance of all Board meetings the Directors are supplied with detailed and comprehensive papers covering the Group’s operating functions.

The Company Secretary is responsible to the Board for the timeliness and quality of information provided to it.

The Chairman holds meetings with the Non-executive Directors during the year without the Executive Directors being present.

The list below sets out a non-exhaustive list of the key areas of focus for the Board’s activities and topics discussed during the year to 31 December 2018:

  • Fit for growth – 2019 budget, debt facility, business development opportunities and product strategy.

  • Performance – at every Board meeting discussed the Chief Executive Officer’s Report on performance of operations, regular review of the Chief Financial Officer’s Report on financial performance and quarterly market metrics.

  • Governance – full-year preliminary results, Annual Report, notice of AGM and final dividend recommendation, half-yearly results and interim dividend recommendation, Modern Slavery Act, matters reserved for the Board, Committees’ terms of reference, Board effectiveness review and gender pay gap.

  • Risk and regulatory – annual compliance and risk reports and year-end assessment of internal control systems, presentation on GDPR, risk tolerance and risk.

The attendance of Directors at scheduled Board and Committee meetings in the year to 31 December 2018 is set out below. All of the Directors who were entitled to attend those Board meetings attended each Board meeting.

Click here to download the annual accounts and report for the year to 31 December 2018.

Composition, succession and evaluation

Audit Committee

During the year the Audit Committee comprised Graeme Bissett (Chair), Miriam Greenwood and Willie MacDiarmid. All three members of the Audit Committee and considered to be independent non-executive directors. Graeme Bisset is an experienced corporate financier and qualified chartered accountant and Miriam Greenwood has qualifications as a barrister and in corporate finance. The Chief Financial Officer and Head of Internal Audit also attended the meetings by invitation.

The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting including reviewing the Group’s Annual Report and Accounts and half-year financial statements, reviewing and monitoring the scope of the annual audit and the extent of non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit function, internal controls, whistleblowing and fraud systems in place within the Group.

The Audit Committee meets at least three times in each financial year and has unrestricted access to the Group’s external auditor.

The Company has an internal audit function consisting of full-time dedicated members of staff. The Audit Committee will review the effectiveness of the internal audit function and its terms of reference on an annual basis and recommend to the Board any changes required as a result of the review. Reports from internal audit are considered at each meeting and, as part of its deliberations, the Committee will actively engage in selecting areas to be audited.

The main roles and responsibilities of the Audit Committee are set in its Terms of Reference.

Click here to download the Audit Committee Terms of Reference

Nomination Committee

The Nomination Committee is chaired by Willie MacDiarmid and also comprises Miriam Greenwood, Graeme Bissett and Alan Foy. Willie MacDiarmid, Miriam Greenwood and Graeme Bissett are considered to be independent Non-executive Directors.

The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.

At present all Directors are appointed for a period of three years. As the Company continues to grow significantly in a very active market the retention of high-performing Directors to lead the Company is seen as essential in delivering shareholder value and developing the maturity and governance of the Company through a period of significant growth.

No particular targets have been set for developing a diverse pipeline of Directors, but the Nomination Committee fully recognises the benefits of greater diversity and will continue to take account of this when considering any particular appointment. It will continue to ensure that the best people are appointed for the relevant roles

Remuneration Committee

The Remuneration Committee is responsible for reviewing and making recommendations to the Board on the total remuneration for the Executive Directors and senior management. The Remuneration Committee oversees the Group’s remuneration policy, strategy and implementation to ensure that the policy delivers on the key objectives of growing earnings and delivering strong returns, in alignment with external shareholders.

The Remuneration Committee comprises Miriam Greenwood (Chair), Willie MacDiarmid and Graeme Bissett. The Remuneration Committee meets a minimum of twice a year.

The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service.

The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.

The Committee’s remit is as follows:

  • Determine and agree with the Board the policy for total remuneration of the Executive Directors, and then monitor the ongoing effectiveness of that policy;
  • agree KPIs for the Executive Directors and senior management team;
  • determine the level of any payment made to the Executive Directors or members of the senior management team by way of compensation for, or otherwise in connection with, loss of office or employment;
  • approve the design of, and determine targets for, performance related pay schemes operated by SMS and approve the total annual payments made under such schemes;
  • review the design of all share incentive plans for approval by the Board and shareholders. For any plan, to determine each year, the overall number of awards and the individual awards to Executive Directors and senior management team;
  • review Group-wide salary increases; and
  • review any major changes in employee benefits structures throughout the Group.

The levels of remuneration for the Chairman and all of the non-executive Directors reflect the time commitment and responsibilities for the roles held. The remuneration is salary only with no share options or other performance-related elements.

Where a remuneration consultant is appointed by the Remuneration Committee the remuneration consultant will be identified in the annual report. All future annual reports will clearly report whether the remuneration consultant has any connection with the company of individual directors.

The remuneration schemes have been designed to promote long-term shareholdings by the executive directors that are aligned with the interests of long-term shareholders.  All of the current share award schemes currently in place have a vesting period of 5 years.

The Remuneration Committee confirm that only the basic salary is pensionable, and the contribution rate available to executive directors is aligned to that of the workforce.

All of the Directors are subject to election by shareholders at the first AGM after their appointment to the Board and to re-election by shareholders at least once every three years. In addition, any non-executive Director who has served on the board for more than nine years will be subject to annual re-election. 

It is the Company’s policy to provide for twelve months’ notice for termination of employment for Executive Directors, to be given by either party. For Executive Directors who have been newly recruited from outside the Group, the period would normally be six months, increasing to twelve months after twelve months’ service.

Click here to download Remuneration Committee Terms of Reference.

Information and Technology Committee

This Committee became operational in 2018. The Information and Technology Committee was chaired by Kelly Olsen, an information technology specialist, whilst she was in post, and comprised Graeme Bissett, Miriam Greenwood, Willie MacDiarmid and Alan Foy (by invitation).

The Information and Technology Committee is responsible for the setting and governance of the SMS technology strategy, considering and approving any major changes to it whilst reviewing and monitoring the appropriate value for money allocation of resources to support the implementation of this strategy. It considers the development and implementation of SMS’s major technology innovation projects, reviews overarching technology and process strategy and architecture, and roadmaps and makes recommendations to the Board, as appropriate, regarding significant strategic technology investments which support the Company’s strategy. It also reviews and monitors the appropriateness and relevance of the Company’s information management and data governance framework and systems, including those related to the General Data Protection Regulation (GDPR) and information security more generally, and in close liaison with the Audit Committee ensures that information and technology risks are identified, assessed and managed appropriately. Finally, the Committee agrees and reviews key performance indicators and operating levels relating to the provision of information technology services within the Company.

As set out above the Board as an Audit Committee, Remuneration Committee, Nomination Committee and Information and Technology Committee. The work of each these Committees is set out in their respective report in the annual report and accounts.

Click here to download the latest annual report and accounts.

Financial results and other notable news releases such as contract wins and changes to the Group’s strategy are published via the London Stock Exchange’s Regulatory News Service (RNS). The Chief Executive and Chief Financial Officer have regular discussions with and briefings for analysts, investors and institutional shareholders. The Chief Executive and Chief Financial Officer normally meet with major shareholders twice annually in order to develop an understanding of their views and brief the next Board meeting on their discussions. All Directors have the opportunity to attend these meetings.

Notice of the Annual General Meeting is posted as an enclosure of the Annual Report and included on our website along with the notices of the Annual General Meeting from 2012 to date. The results of the resolutions voted on in for the years ending 31 December 2016, 31 December 2017 and 31 December 2018 are included on our website. Click here to go the Annual General Meeting section of our website. 

To date no vote by shareholders has resulted in 20% or more of votes being cast against a Board recommendation. In the event of such a result occurring the Company would explain, when announcing its results, what actions it intends to take to consult with shareholders on the reasons behind the result as well as publishing on its website within 6 months from the shareholder meeting the views received and the actions taken.

On behalf of the Board

Willie MacDiarmid
Non-executive Chairman
4 April 2019