QCA compliance

How Cohort applies this principle

Cohort places a great deal of importance on communication with all shareholders and details of how we achieve this are set out in the "Stakeholder engagement" section of the Annual Report. The Company also meets with its institutional shareholders and analysts and receives regular feedback from its institutional shareholders, via its Nomad, Investec. The Board is keen to ensure that shareholders are provided with the opportunity to engage with the Board and has continued to host live Q&A sessions following the 2021/22 financial year announcement in July 2022 and the interim results announcement in December 2022.

We also carefully consider any voting guidance reports received from organisations such as Institutional Shareholder Services.

The primary points of contact with the shareholders are the Chairman, the Chief Executive and the Finance Director. Jeff Perrin, the Senior Independent Director, is available to all shareholders should they have any concerns which communication through the normal channels of Chairman, Chief Executive and Finance Director have failed to resolve, or for which contact through the normal channels would be inappropriate.

Contact details are located here.

How Cohort applies this principle

Consideration of all of the Group’s stakeholders is an integral part of the Board’s discussions and decision making. Stakeholders include, shareholders, our employees, customers, partners, suppliers and local communities and are set out in our Stakeholder engagement report.

In particular, we believe that our employees are the key to our success. We are not a capital-intensive business but depend upon the skills, capabilities and flexibility of our employees, and our business model (see Strategic Report) depends upon us being agile and responsive (see People in our Sustainability Report). The Board receives a monthly report on health and safety across the Group.  

The Group has formal arrangements in place to facilitate named or anonymous feedback (whistle-blowing) by employees through a contract with a third-party service provider (shown here). If any call is made to this third party, either the Chief Executive or the Senior Independent Director is notified promptly of the fact and the content of the call, so that appropriate action can be taken.

Our customers and suppliers are in many instances long-term partners and an important part of our culture is to establish and maintain relationships of trust.

See Stakeholder Engagement for further details.

How Cohort applies this principle

The Board and Group’s approach to risk is set out in the Audit Committee report and in the Risk Management section.

The Board has overall responsibility for the system of internal control and for reviewing its effectiveness in managing the risks we face. Such systems are designed to manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of these systems. This is achieved primarily by considering the risks potentially affecting the Group and from discussions with the external auditor. The key risks of the Group are presented in the Risk management section.

On the recommendation of the Audit Committee, the Board has determined that an internal audit function is not required due to the relatively small size of Cohort and the high level of Director review and authorisation of transactions. The Board will keep this matter under review as the Group develops.

A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. In addition, the Group conducts quarterly re-forecasts. The Group’s results, as compared against budget and the latest quarterly forecast, are reported to the Board on a monthly basis and discussed in detail at each meeting of the Board.

The subsidiary balance sheets are reviewed in detail on a quarterly basis by the Cohort Finance team.

How Cohort applies this principle

The Board of Cohort plc is highly experienced in the defence market. Through the operation of the Board and the Group Executive, which comprises the subsidiary Managing Directors and the Cohort plc Executive Directors and function heads, the Board is able to monitor the business and respond in a timely manner to issues and opportunities as and when they arise.

As at 30 April 2023, the Board of Directors comprised of the Chairman, two Executive Directors, Andrew Thomis and Simon Walther, and three Non-executive Directors, Jeff Perrin, Beatrice Nicolas and Ed Lowe.

The Board considers that Jeff Perrin, Beatrice Nicolas and Ed Lowe are independent Non-executive Directors.

All Directors retire by rotation and are subject to election by shareholders at least once every three years. Any Non-executive Directors who are considered by the Board to be independent but who have served on the Board for at least nine years, will be subject to annual re-election.

• Audit Committee report
• Nomination Committee report
• Remuneration Committee report
• Attendance at Board & Committee Meetings

How Cohort applies this principle

The Board has a broad range of skills, with particularly deep experience in the defence sector. The balance of skills and experience of the Board is summarised here.

The Board biographies give an indication of the breadth of skills and experience. Cohort is predominantly a defence company and collectively the Board has experience of engineering, financial, commercial, sales and marketing and general management functions in a range of defence companies, large and small, operating in and supplying to a large number of countries throughout the world. We consider this collective experience to be an important contributor to Cohort.

Each member of the Board takes responsibility for maintaining their skill set, which includes formal training and seminars. We also commission tailored executive coaching for our senior executives from time to time.

The Company Secretary, a qualified solicitor, is responsible within the Company for advising the Board on its legal and regulatory responsibilities and on corporate governance matters. The Company Secretary and the Cohort Group Head of Human Resources also advise the Non-executive Directors independently of the Executive Directors on any matter in which the Executive Directors are personally interested, for example their own remuneration.

When necessary, external advice is sought, on legal, personnel, financial and governance matters. The primary sources are the Company’s NOMAD and the Company’s lawyers.

How Cohort applies this principle

Our approach to evaluation of the Board’s effectiveness is that it should be a continuous process rather than just a periodic event. It is my responsibility as Chairman to stimulate and orchestrate this process, consulting colleagues both individually and collectively. As part of the process, I must obtain the views of colleagues on my own performance. Evaluation should embrace at the individual level skills, personality and commitment and at the collective level processes and teamwork.

It is important that this largely informal process is supplemented periodically with a formal review and our policy in Cohort is to do this every few years.  This year, the Board completed its first external evaluation facilitated by Independent Audit Limited (IAL), an independent third-party organisation.  The scope included an evaluation of the performance of the Board, the Board Committees, individual directors, and the Chair.

The evaluation was focused on completing an independent assessment of the Board's effectiveness, performance and compliance with the QCA Code, the UK Financial Reporting Council Guidance on Board effectiveness, internationally recognised board best practices and IAL's own experience of best practice.

The findings concluded that Cohort’s Board comprises highly committed and engaged Directors who bring a wealth of industry-specific experience and offer meaningful support to the Executive Directors. The Board was found to be transparent and collegial with a strong focus on financial oversight. The Audit Committee is considered thorough and effective and the depth of experience of the Chair was greatly valued by the finance team.

The Board will give early consideration to the appointment of a replacement for the current Chair of the Audit Committee, whose term will end in July 2024. The Remuneration Committee is well led by its Chair and has successfully implemented a new executive Long Term Incentive Plan. Improvements to the remuneration disclosures in the Remuneration report have been implemented this year and the Remuneration Committee will continue to work closely with the Audit Committee to review the Group’s outcomes against the performance targets set under the executive remuneration scheme. Actions will be taken to address certain areas for improvement arising from the evaluation, including an increased focus on reviewing progress against strategic goals throughout the year, an increased focus on succession planning and enhanced reporting to the Board on people and employee engagement.  IAL has reviewed this summary of the findings of the Board evaluation.

How Cohort applies this principle

The Group has a strong ethical culture, supported by our policies and processes as further described in the Governance section of our sustainability report. 

The Group has a strong ethical culture, supported by our ethical policy as published on our website (www.cohortplc.com). We see a company as a social unit with an economic output and the success of our social unit depends on the values of honesty, trust, loyalty and working together, with a healthy balance of competition and cooperation, just as in any other unit of society. We try to run our businesses this way.

The Board, through the Group Executive, undertakes regular reviews and audits in certain specific areas of risk, namely:

Anti-bribery

The Group has an anti-bribery policy and each of its businesses has implemented that policy and adequate procedures described by the Bribery Act 2010 (the Act) to prevent bribery. Each business within the Group reports annually to the Board on its compliance with the policy and procedures. The Cohort Chief Executive is the Board member responsible for the Group’s compliance. As part of its procedures, the Group has implemented training in respect of compliance with the Act for its employees.

The Group’s anti-bribery policy is reviewed at least every two years or more often if necessary. The policy was last reviewed and updated in January 2022.

Cyber risk

The Group introduced, in January 2019, a new Information Security Policy (ISP), replacing its previous Security Policy Framework.

The ISP covers the physical and cyber security of our information including that held on behalf of third parties. It also addresses business continuity and disaster recovery procedures and encompasses our responsibilities in respect of the Data Protection and other non-personal information we handle.

Each business within the Group reports annually to the Board on its compliance with the ISP and this compliance is audited by an internal team of information assurance and cyber experts from MASS. MASS’s own ISP is audited externally.

The Group’s ISP is frequently reviewed, taking account of best practice and requirements in government and industry.

We continue to monitor phishing attempts and other cyber threats and to raise awareness of these risks across the group.

Our data protection policies and processes are embedded in our culture through mandatory training for all employees which must be undertaken at least every two years.

Modern slavery

The Group has an anti-slavery policy to address the aspects of modern slavery as set out in the Modern Slavery Act 2015 (the MSA). In accordance with the requirements of the MSA, the Group and each UK member of the Group have published a statement on their respective websites setting out the steps the Group and they have taken to ensure that slavery and human trafficking are not taking place in their respective businesses and supply chains. A copy of the statement can be found on the Corporate Governance page of our website. The Group’s Anti-Slavery Policy was first adopted in April 2016 and was updated in September 2020.

We require the same high standards from all of our suppliers, contractors and other business partners.

Our modern slavery statement and details regarding its preparation can be found here.

Whistleblowing

Our whistleblowing line is hosted by SafeCall and provides a channel for confidential and anonymous reporting in more than 68 languages. Details of the service are provided in the local language at our European subsidiaries. The Chief Executive reviews all whistleblowing reports and every report is investigated with support from the General Counsel and Company Secretary. The Senior Independent Director acts as the escalation contact for whistleblowing reports. Our whistleblowing policy provides protection and support for whistleblowers raising a genuine concern.

Further details of our corporate governance structure are set out in the Corporate Governance report.

How Cohort applies this principle

The Board has ultimate responsibility for corporate governance, which it discharges either directly, or through its Committees and through the management structure outlined below.

Group management

The Cohort Board holds nine scheduled meetings per calendar year, in addition to business and strategic reviews which are not recorded as formal Board meetings. The Board also holds regular ad-hoc discussions as required to consider particular issues. The Board aims to visit each of the subsidiaries at least once a year. The Non-executive Directors and Chairman meet at least once a year without the Executive Directors present.

The Board receives a detailed monthly Board report comprising individual reports from each of the Executive Directors and the subsidiary Managing Directors, together with any other material necessary for the Board to hold fully informed discussions to discharge its duties, including the review of Company strategy to ensure this aligns with creating shareholder value. It is the Board’s responsibility to formulate, review and approve the Group’s strategy, budgets, major items of expenditure and commitment, major contract bids, acquisitions and disposals. A full schedule of the matters reserved for the Board can be viewed here. The Group Executive Committee meets at least four times per calendar year, comprising Cohort Executive Directors, subsidiary Managing Directors, and Group Heads of Strategy, Communications, Commercial, Legal and Human Resources.

The Board has also established three committees, namely:

1. The Audit Committee – ToR
   
   The Audit Committee consists of two independent Non-Executive Directors, Jeff Perrin (Chair), Beatrice Nicholas and Edward Lowe, in accordance with the Code. The Audit Committee’s role is set out within the Audit Committee Report.
    
2. The Remuneration Committee – ToR
   
   The Remuneration Committee consists of two Independent Non-executive Directors, Ed Lowe (Chair), Beatrice Nicholas and Jeff Perrin, and one Non-executive Director, Nick Prest. The composition of the Remuneration Committee is in accordance with the Code. All four members have considerable experience of remuneration schemes for senior executives in public and private companies, both large and small. , as well as a substantial shareholding in the Company, and the collective view of the Board is that the present composition of the Committee benefits the Company and its shareholders. The Committee’s Role is set out in the Remuneration Committee Report.
    
3. The Nomination Committee – ToR
   
   The Board established a Nomination Committee in April 2021.  The Nomination Committee comprises Nick Prest as Chair and two independent Non-executive Directors, Jeff Perrin and Edward Lowe.  The Nomination Committee's role is set out in the Nomination Committee report.  The Committee meets as required. 

Subsidiary management

There are monthly Executive Management meetings involving the senior management of each subsidiary. Cohort Executive Directors attend subsidiary Executive Management meetings on a regular basis and sit on the Board of each subsidiary. The Non-executive Directors and the Chairman occasionally attend subsidiary Executive Management meetings. In addition to the matters reserved for the Board, there is a formal Delegation of Authority Policy which is approved by the Board and provides a framework for effective decision making at the subsidiary level together with appropriate Board oversight.

How Cohort applies this principle

The Board communicates how the Company is governed and how it is performing by maintaining a dialogue with shareholders and other stakeholders through the mechanisms described in Stakeholder Engagement section.

The Company uses the Annual Report and Accounts, the AGM, the Interim Report, the website (www.cohortplc.com), social media, webcasts and email news alerts to provide information to shareholders. The Company also meets with its institutional shareholders and analysts and receives feedback from its institutional shareholders, via its Nomad, Investec, on a regular basis.

The reports to shareholders of the Audit, Nomination and Remuneration Committees are shown separately.

The Board welcomes considered enquiries from shareholders and other stakeholders at any time.

Further disclosures required under QCA Principle 10 can be found below:

• Audit Committee Report
• Remuneration Committee Report
• Nomination Committee Report
• AGM Results 2023
• Documents & Reports
  • Historical annual reports & notices of general meetings