CORPORATE GOVERNANCE
The Board is responsible for establishing and monitoring the strategic direction and performance of the Group, within a framework of prudent controls.
STM has formally adopted the Quoted Companies Alliance Corporate Governance Code (the “Code”) and remained compliant with the Code throughout 2022 except that the Company did not have a quorate Audit & Risk Committee from August 2022 until January 2023. During this period, the work of the Group’s Audit & Risk Committee was undertaken by the full Board of Directors. We set out below how the Directors have applied the principles, and the spirit, of the Code.
STRATEGY
STM’s strategy is to be the pensions and life assurance provider of choice in our chosen markets, being UK citizens who have or had a UK company pension scheme and have either moved overseas or remain in the UK. Through organic growth, product development and targeted acquisitions, the Group will continue to leverage our reputation for product innovation and service to build sustainable, recurring revenues within a framework of sound governance and risk management.
Our business model is to:
- provide a range of innovative pension solutions to customers across our target markets.
- promote our Pensions Administration and associated Life Assurance products to internationally mobile individuals with a focus on those that have previously worked in the UK.
- focus on high growth, well-regulated markets.
- operate the highest levels of service to both our customers and financial intermediaries in all jurisdictions.
- to embed a culture of customer service, compliance and sound internal controls to build a sustainable, ethical business.
- differentiate from our UK competitors by being able to effectively operate within the more complex requirements of the UK expatriate market.
- differentiate from our international competitors through service levels, and a more comprehensive product / jurisdictional offering.
- to identify and promote products, through our intermediary partners, to UK residents
The Board has adopted a three-year strategy which includes:
- focus our business on the life and pensions sector.
- increase the introducer intermediary network.
- diversification of the pensions and life product range.
- increase our UK regulated products offer to UK residents as well as the expatriate market.
- improve margins and the customer journey through efficiency and technology.
- seek opportunistic acquisition targets for both QROPS integration, as well as expansion in niche areas of the Pension and Life markets.
- pro-actively engage with key stakeholders, including shareholders and regulators
RISK MANAGEMENT
The Board is ultimately responsible for the Group’s risk management framework. Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take.
The Group operates a formal risk management framework which has been embedded across the Group and is overseen and monitored by the Board. In addition, the Board has adopted a formal risk appetite statement against which our strategy, business model and capital projects are tested and assessed.
The risk management function oversees the risk management framework day to day and is responsible for the implementation of risk management policies and processes throughout the Group. The compliance function in each jurisdiction provides assurance to the Group Audit & Risk Committee on regulatory and reputational risk through the completion of an annual compliance monitoring plan.
The Audit and Risk Committee meets not less than four times a year and reports to the Board on risk across the Group.
Further assurance that risk management processes are embedded and operating effectively is achieved via the internal audit function, which is itself supported by specialist co-sourced audit consultants and overseen by the Audit and Risk Committee.
The Directors have carried out an assessment of the principal risks facing the Group:
| Area | Description of risk | Examples of mitigating activities and factors | Change from prior year |
|---|---|---|---|
| Distribution and market demographics | Our markets are serviced by a limited number of intermediaries and product providers thus creating a competitive environment. |
| No change |
| Reputational risk | A circumstance could arise which would adversely impact on the Group’s reputation, including adverse publicity from the activities of legislators, pressure groups and the media. |
| No change |
| Regulatory Risk | Loss arising from regulatory changes in the markets within which the Group operates or breach of existing laws and regulation. |
| No change but regulatory environment in the UK continues to tighten with increased scrutiny from the Financial Services Ombudsman and the Financial Conduct Authority (see Consumer Duty comments above). |
| Key personnel | The Group could be adversely affected if there was a loss of key personnel or an inability to recruit individual with the appropriate skills set. |
| Significant planned and unplanned changes at Board and senior management level |
| Geopolitical risks | The Group could be adversely affected by changes in existing legislation, fiscal policy or political factors. |
| The conflict in Ukraine has impacted global markets and created uncertainty and inflationary pressure for investors. Elevated risk of market downturn or recession in key markets. |
| Non-performing investments | The Group recognises that the UK SIPP industry is becoming more litigious over non-performing assets and that STM also has an exposure to QROPS’ non-performing assets. The Group could therefore be adversely affected by this. The market for professional indemnity insurance continues to contract |
| No material changes in quantum of non-performing assets. Legal and regulatory environment continues to tighten. |
| Appeal judgment in Adams v Carey case | The Group acknowledges that whilst the Court of Appeal upheld the High Court’s ruling on COBS it ruled against Carey (now Options) on s27 of the Financial Services Market Act 2000 (FSMA) and refused to exercise its discretion under s28 to disapply the effect of s27. This could have an impact on claims made against the business as well as reputational damage. |
| Risk elevated by Carey v Adams judgment. Increasing willingness by FOS to attach liability to the SIPP provider for IFA advice. |
| Technology disruption | The Group could suffer operational disruption in the event of technology disruption such as a cyber-attack or hardware failure. |
| Cyber threat has intensified. Steps taken to mitigate risk, particularly around remote working practices. |
| Financial risks | The Group has exposure to the following financial risks: · Credit risk · Liquidity risk · Market risk · Interest rate risk · Currency risk | These risks are addressed within Note 25 of the financial statements | Russian invasion of Ukraine has elevated the risk of economic downturn, inflation, interest rates rises and higher input costs |
| Climate risk | Climate risk is the risk of adverse impacts on the Group’s business caused by climate change |
| Emerging risk - a more detailed impact assessment and review of related disclosure requirements will be undertaken in 2023. |
LEADERSHIP
The Board is responsible to shareholders for the proper management and governance of the Group. It is responsible for strategic planning, business acquisitions and disposals, risk management, authorisation of major capital expenditure and material contractual arrangements, setting policies for the conduct of business and approval of budgets and financial statements.
The Chairman is responsible for over-seeing the development and implementation of the Company’s strategy, its governance framework and Board effectiveness. The Chief Executive is responsible for delivery of the strategy and the day-to-day management of the Group by the senior executive team. The Board is committed to continually developing the corporate governance and management structures of the Group to ensure they adapt to the changing needs of the business. The non-executive directors are considered by the Board to be independent of management and free from any relationship which might materially interfere with the exercise of independent judgment.
The non-executive directors provide independent oversight and challenge to the Board and bring experience at a senior level of business operations and strategy. The Company Secretary is responsible for ensuring that Board procedures are observed and the Company’s obligations as an AIM listed entity on the London Stock Exchange are met.
The profiles of the individual board members can be viewed on page 13.
The Board comprises an appropriate balance of industry, finance and public market skills and experience, as well as an appropriate balance of personal qualities and capabilities to successfully oversee and challenge the Group’s strategy. The Company fully supports and funds any training, formal or otherwise, that is required by any individual Board member so as to ensure that their knowledge and experience remains relevant and effective.
BOARD EFFECTIVENESS
An internal review of Board effectiveness, led by the then Chairman, was carried out in February 2021 by means of a questionnaire and one-to-one sessions. The findings were considered and implemented. Given the number of Board changes in 2022 and 2023, no review exercise was undertaken during the year and to date. This will be considered once the Board is fully constituted.
CULTURE
The Board promotes a culture that is based on sound ethical values, standards and behaviours. This culture is visible in the Board’s actions and decisions, as well as those of the executives and senior management team. These corporate values guide the objectives and strategy of the business and form the backbone of our Code of Conduct policy. Our long-term growth expectations are underpinned by the principles within this Code of Conduct.
The Group promotes a ‘customer first’ ethos which is at the heart of decision-making processes, aligned to a positive and proactive relationship with our stakeholders.
This culture has been communicated to all employees and is reinforced by the training program which all staff participate in. This starts with the Code of Conduct forming part of any new member of staff’s induction program, and the application of the Code of Conduct is considered as part of all STM employees’ annual appraisal process.
GOVERNANCE
The Board comprises two executive and, since the resignation of Graham Kettleborough as a non-executive director in April 2023, two independent non-executive directors (including the Chairman). The search for a third non-executive director is well advanced, and the Company anticipates being able to announce an appointment in advance of the AGM.
The independence of directors is assessed periodically as part of the Board evaluation process. All non-executive directors have been appointed from outside the Group and are considered independent as defined by the Code.
The Board meets bi-monthly throughout the year, or more frequently if appropriate. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of the Board meetings. There is a formal agenda followed at all Board meetings which ensures discussions and decisions to be made on all strategic, financial and operational matters affecting the business.
The Board has established an Audit & Risk Committee and a Remuneration Committee, both with formally delegated duties and responsibilities. The Directors do not consider that, given the size of the Board, it is necessary at this stage to have a Nomination Committee. Succession planning is carried out by the Board. The Audit & Risk Committee will resume duties when a third non-executive director is appointed. The Remuneration Committee comprises all the non-executive directors, with Nigel Birrell acting as Chairman.
AUDIT & RISK COMMITTEE
The Audit & Risk Committee reviews the integrity of the financial statements of the Group, announcements relating to financial performance, accounting policies, the application of critical accounting judgments and practices, the operation of internal controls and the effectiveness of the financial reporting policies and systems. It is responsible each year for satisfying itself on the independence and objectivity of external auditor, agreeing the audit plan and the level of audit fee. The Audit & Risk Committee meets at least four times a year and at such other times as the Chairman of the Committee sees fit. The Chairman of the Committee is appointed by the Board.
During 2022, the Audit & Risk Committee met on four occasions. It continued to monitor the Group’s risk appetite and risk framework, its policies, methodologies, systems, processes and procedures, through a three-lines of defence model. The first line being the business systems and controls in place to prevent and detect errors, the second provided by compliance monitoring and the third by internal audit review. The Group’s risk and compliance capabilities continue to evolve, providing local-level management and Group level oversight.
The Audit & Risk Committee has primary responsibility for the Group’s Risk Appetite Statement which sets out the Group’s attitude to risk and the limits of acceptable risk taking. The Committee has established the high-level qualitative Risk Appetite Statement for the Group and requires the Subsidiaries to link their own Risk Appetite to the Group. The subsidiaries are required to identify and manage Key Risk Indicators. The statement is subject to annual review by the Audit & Risk Committee and the Group Board. The Committee makes recommendations to the Board in respect of any risks faced by the Group outside of its declared risk appetite.
The Audit & Risk Committee is responsible for the Risk Framework with all risks identified being recorded in the Corporate Risk Register and reviewed by the Committee on a biannual basis.
REMUNERATION COMMITTEE
The duties of the Committee are to:
- determine and agree with the Board the policy for the remuneration of the Chairman, Executive Directors and other members of the Group Executive team.
- determine individual remuneration packages including bonuses, incentive payments, share options and any other benefits.
- determine the contractual terms on termination and individual termination payment.
- be informed of and advise on changes in benefit structures in the Group; and
- agree the policy for approving expense claims of the Chief Executive and the Chairman of the Board.
The Committee meets at least twice in each year and at such other times as the Chairman of the Committee sees fit. The Chairman of the Committee is appointed by the Board.
The Committee met three times in 2022. Key areas of focus included the new CFO’s remuneration package, bonus targets and the development of the executive long-term incentive plan.
Directors’ attendance at scheduled meetings of the Board and its Committees that they were eligible to attend during 2022 is shown below:
| Board | Audit & Risk | Remuneration | |
| Duncan Crocker[1] | 5/5 | - | 2/2 |
| Nigel Birrell[2] | 2/2 | - | 1/1 |
| Alan Kentish | 7/ 7 | - | - |
| Therese Neish[3] | 2/ 2 | - | - |
| - | - | ||
| Nicole Coll[4] | 4/5 | ||
| Malcolm Berryman[5] | 4/4 | 4/4 | 2/2 |
| Robin Ellison[6] | 1/1 | - | - |
| Graham Kettleborough | 6/7 | 4/4 | 3/3 |
[1] Duncan Crocker resigned with effect from 31 August 2022
[2] Nigel Birrell was appointed with effect from 1 September 2022
[3] Therese Neish was appointed with effect from 14 October 2022
[4] Nicole Coll resigned with effect from 14 October 2022
[5] Malcolm Berryman resigned with effect from 4 August 2022
[6] Robin Ellison resigned with effect from 31 January 2022