The Company adopted formally the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (the “Code”) on 17th August 2018. It is the policy of the Board to comply with the Code wherever it is practicable to do so. The Code was revised in April 2018 and sets out 10 broad principles of corporate governance, states what are considered to be appropriate corporate governance arrangements for growing companies and requires companies to provide an explanation about how they are meeting the principles through certain prescribed disclosures.

Hardide’s full Corporate Governance Statement the (‘Statement’) is published on this website. Below are the key points from that Statement that the QCA guidelines require to be set out separately on the Company’s website. Out of the 10 principles, this is required for principle 2, 3, 7, 8, 9 and 10; together. The Statement has more detail on each principle and the linkages between them, as well as setting out more of the reasoning for the Company’s governance rules.

The Board has considered how each principle is applied and provides below an explanation of the approach taken in relation to each and how they support the Company’s medium to long-term success.

The Board considers that the only area where the Company does not fully comply with the Code is principle 7. This is in respect of a formal evaluation process for the board.  Instead, the sets of skills and experience required individually of directors and collectively of the Board are identified systematically, and any shortcomings addressed.  This process takes place at least annually.

Compliance with the Code was last reviewed on 15th March 2021.

Principles of Corporate Governance

Hardide is a company whose value depends on an ever-increasing range of successful, long‑term profitable applications, customer approvals and industry accreditations. A typical period between starting to develop an application with a customer and initial revenue is 18 to 24 months, but can be much greater, such as with aerospace or power generation. The Board believes that the greatest shareholder value will be achieved by a diverse range of applications, customers and markets.  To achieve this greater value, the Company’s strategy is to invest in marketing, technology and capacity ahead of sales revenue. The effect is not profit-maximising in the short term but, as sales revenue grows beyond the break-even point, the Company’s strong operational gearing will result in a rapid growth in profitability thereafter.

The recent relocation of the UK business to a new larger site has created a world-class, quality image of the Company and will impress existing and potential customers. Considerable attention has been paid to enhancing both physical and cyber security at this new site. Undoubtedly, the new facility will add value to the Company.

Market diversification

Considerable success has been had recently in diversifying the company’s customer and sector base and, after many years of development and achieving necessary approvals, the Company is close to making significant sales to major players in the aerospace industry.

A completely new and potentially very large sector is in the power generation industry; initially with steam and gas turbines. So far, Hardide’s technical development of coatings for this application have progressed well, but final specification may still take a couple of years.  In this project, our marketing efforts are enhanced by keen interest from EDF and with several turbine manufacturers. This powerful ‘push-pull’ marketing is in place in another of Hardide’s market sectors and we are seeking further opportunities to deploy it.

Hardide is a niche player in the world of engineered hard coatings and, apart from having facilities in the UK and the USA, has no facilities in many areas of the world where customers use such coatings. In order to expand Hardide’s geographic footprint, the Board’s strategy is to do so by way of collaboration with larger coatings companies through technical and commercial cooperation, or joint ventures.

Intellectual property (‘IP’)

Being central to its activity, the Company’s intellectual property portfolio is substantial and very carefully managed and protected. The recent granting of a patent for the turbine blade application has ‘re-lifed’ many aspects of previous patents. This is a very valuable development.

Equal in importance to registered IP, is the knowledge embedded in the Company’s operating procedures and staff as to how the Hardide coating process is operated and controlled.

Shortly after full- and half-year results, presentations are made by the CEO and the Finance Director to significant shareholders, supported by the Company’s financial PR company and brokers. Presentations are also made at various investor events which are usually published on the Company’s website. Normally, but not always, the Company Chairman will attend these presentations so as to appreciate first-hand the concerns or interests that shareholders may have.

The Company Chairman writes annually to all those shareholders who hold or control 1% or more of the issued share capital.This letter invites direct contact with himself and/or the senior independent director. Shareholders wishing to make contact with the Chairman, CEO or Senior Independent Director (‘SID’) may contact them by email or contact the Company and advise that they wish to speak to any of the aforementioned directors. Feedback from shareholders is carefully considered and acted upon where appropriate.

At the Annual General Meetings (‘AGM’) of the Company, shareholders attending are invited to ask questions as part of the formal proceedings and then afterwards on a one-to-one basis in an informal setting.  If the meeting is ‘virtual’, then shareholders will be asked to submit questions in writing before the meeting. Where very similar, these questions will be consolidated and the responses read out at the AGM, and these will be found on the Company’s website.

Shareholders may contact the Company by calling +44 1869 353830 or emailing investorrelations@hardide.com.

The most important resources held by the Company are its skilled employees, its intellectual property, customer approvals and relationships with customers, suppliers, and its loyal shareholders. Intellectual property in the form of technology development and patents are monitored, rigorously managed and protected by the IP committee of the Board.

The form or manner of the coating is different for each application and the lead time to sales can be several months or years and sometimes very much longer.  During this period, strong and enduring customer relationships are built and visits to customers are often made by the Technical Director and/or CEO.

The CEO holds monthly staff briefings where staff can ask questions and air their opinions and concerns.  Feedback from the business development managers on market and customer comments is presented regularly to the whole Board. All staff have regular performance reviews.

The Company takes its health, safety and environmental obligations very seriously and fully complies with and is accredited to, the international environmental standard ISO14001. External audits of both the environmental and health & safety systems are undertaken twice per year.

The Terms of Reference for the Company’s Risk Committee can be found on the website. The Strategic Report in the Company’s latest Annual Report includes the Board’s most recent risk evaluation.

The Company’s risk management system is performed in accordance with the principles of ISO standards, particularly ISO 9001:2015 and ISO 14001:2015.

This principle is addressed in the Company’s latest Corporate Governance Statement. The time commitment of each director is listed in their biographies on the website. Each executive director is contracted on a full-time basis. Whilst contractually bound to one day per month, the time committed by each non-executive director (‘NED’) amounts to at least two days per month for the NEDs and at least twice that for the Chairman.

The biography of each director is published on the website. The Chairman along with the Board have sufficient skills and experience to undertake their roles effectively. The skills required and training of directors is under constant review and if necessary training will be provided.

At present, the CEO agrees annually his personal objectives with the Chairman and the document is circulated to the Board. The CEO’s performance is monitored against these objectives and some are taken into account in designing the CEO’s remuneration package. The CEO undertakes a similar process with his direct reports.

So far, neither the Remuneration and Nomination Committee, nor directors independently, have called for a Board evaluation or Board objectives setting process. The Board regularly gives detailed consideration to an evaluation of its objectives and performance; both collectively and individually.

A succession plan for key members of staff is prepared by the CEO and then, with the CEO and Chairman in attendance, is reviewed, refined and monitored by the Remuneration and Nomination Committee.

The Board aims to promote and maintain a culture of integrity across all businesses within the Group.

The Group’s policies, including anti-bribery and whistleblowing policies, are communicated to all new employees upon joining through a formal induction process and are contained in the Employee Handbook. This is accessible to all employees either in written or electronic formats. Employees are required to re-affirm their adherence to these polices on a regular basis.

An open culture is encouraged within the Group, with regular communications with employees regarding progress and business updates. Employee feedback is encouraged through line management and monthly team briefings delivered by the CEO.

The Group places significant emphasis on developing people, continually evaluating employee performance and supporting training requirements through a flexible appraisal process, which will add value to the business and its medium- to long-term goals.

The Group is committed to corporate social responsibility. This includes equal opportunities in recruitment and employee development, diversity in the workplace, human rights, health and safety and supporting local and associated communities.

As part of the accreditation to aerospace standard AS9100D, the Company has a responsibility to be alert to the possibility of suspect or counterfeit components and will report any such event to the relevant authorities.

The Group recognises the importance of its environmental responsibilities and operates in accordance to ISO14001:2015 as well as additional internal policies and procedures. Initiatives designed to minimise the Group’s impact on the environment include minimising and recycling of waste, reducing CO2 emissions, minimising any discharges, including to air and water, and use of low energy lighting. The health and safety of the Group’s employees, customers and members of the general public is a matter of primary concern. The Group operates a Health and Safety Committee that meets monthly to monitor, review and make decisions concerning health and safety matters. Accordingly, it is the Group’s policy to manage its activities so as to avoid causing any unnecessary or unacceptable risk to the health of its employees and members of the public. The policy is based on the requirements of national employment legislation in the countries where the Group operates.

The role of the Company’s Chairman is to:

  1. ensure effective communication with shareholders;
  2. be available to shareholders for private meetings with principal shareholders;
  3. set, and ensure compliance with, overall rules for corporate governance;
  4. lead the development of Corporate Strategy;
  5. ensure effective and open communication among directors; particularly at Board meetings;
  6. chair the Risk Committee and be an ordinary member of the Audit Committee and the Intellectual Property Committee;
  7. together with the CEO, direct and lead induction programmes for new directors; and
  8. ensure the appropriate content, accuracy, format and presentation of information for the Board.

The principal features of the CEO’s role are to:

  1. supervise directly all members of the senior management team, including the other two executive directors;
  2. develop, gain Board approval for and implement the Business Strategy;
  3. design and implement the sales and marketing plans;
  4. by virtue of his deep experience in mechanical engineering, provide strong support for operations and engineering;
  5. take the principal responsibility for the Company’s financial performance;
  6. maintain a strong relationship with the Chairman and be jointly responsible with him for shareholder communication;
  7. by way of staff briefings ensures broader awareness within the firm of the Company’s performance and challenges;
  8. ensure compliance with the quality management systems;
  9. plan and implement adequate staff training programmes; and
  10. be responsible for the health & safety of employees and the environment performance of the Company; these are direct accountabilities of the CEO.

The role of the SID is to be:

  1. a conduit for concerns of directors, shareholders and other stakeholders who prefer to discuss matters that they have been unable to resolve through other channels;
  2. available to meet principal shareholder;
  3. a sounding board for the Chairman;
  4. along with other non-executive directors, and having taken soundings among from other suitable parties, conduct regular reviews of the performance of the Chairman.

The Company has four standing Board committees.  They are: AuditRemuneration and NominationRisk and Intellectual Property. The Terms of Reference for these Committees are on the Company website.

Matters reserved by the Board and the associated delegated authorities may be found on the Company website.

As already described above, the Board will review the need for the evaluation and the setting of objectives for individual directors and the Board as a whole.  Other than this, the Board has no current plan to adjust its governance framework.  The matter will be re‑visited by a committee of the non-executive directors.

All shareholders are invited to make use of the Group’s AGM to raise any questions regarding the management or performance of the Company.

Available on the Company’s website are;

  • Videos of presentations given to major shareholders following full- and half-year results are audio interviews with the CEO;
  • A video that flies over and around the new facility in Bicester and has a commentary from the CEO.
  • Votes cast at general meetings of the Company;
  • Annual Reports and notices of general meetings for the last five years; and
  • considerable further information about the company’s markets, products and strategy.