Board of Directors

The Board is responsible for the proper governance of the Premier Asset Management Group Plc group of companies (the “Group”) and meets regularly. The Board complies in full with the principles of the corporate governance code published by the Quoted Companies Alliance (the "QCA Code").

The Board also intends to comply, as far as practicable, with certain of the principal requirements of the UK Corporate Governance Code although strictly this code does not apply to the Company. The Board comprises six Directors, of whom two are executive and four are non-executive. The posts of Chairman and Chief Executive are held by different directors. The Board considers, having regard to the QCA Code, that there are currently two independent Non-Executive Directors.

The Directors believe that the composition of the Board is fully in compliance with the QCA Code and is appropriate for a rapidly growing entrepreneurial company where a significant proportion of the equity is owned by employees and their related interests.

The Board has established guidelines requiring specific matters to be decided by the full Board of Directors, including material acquisitions and disposals, investments and capital projects. In addition, the Board has an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee each with formally delegated duties and responsibilities within written terms of reference.

The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies and the relevant provisions of the Market Abuse Regulations relating to dealings by directors and other applicable employees in the Company’s securities and, to this end, the Company has adopted an appropriate share dealing code. Each Non-Executive Director other than Mike Vogel and Luke Wiseman is deemed independent for the purposes of the QCA Code and the UK Corporate Governance Code.

Board of Directors

At 31 December 2018, the Premier Asset Management Group plc Board comprised six directors, four of whom were non-executive.

Premier Group Directorships

Non-Premier Group Directorships

Mike Vogel

Non-Executive Chairman

Mike joined Premier in 2007 as Chairman of the Board. He is also the Chairman and Chief Executive Officer of Elcot Capital Management. Prior to this, Mike was the Chief Executive Officer of Framlington Group and before that Chief Executive Officer of Prolific Financial Management.

Non-Premier directorships: Elcot Capital Management Limited, The Elcot Fund, The Elia Fund, Think Digital Group Ltd

Premier Group Directorships:

1

Non-Premier Group Directorships:

4

Mike O’Shea

Chief Executive Officer

Mike started his investment career as a private client portfolio manager. He joined Premier in 1986 to develop the asset management business of the company and was one of the founding directors of Premier Fund Managers in 1988. Mike became Chief Executive Officer in May 2005.

Non-Premier directorships: Main board of the Investment Association

Premier Group Directorships:

14

Non-Premier Group Directorships:

1

Neil Macpherson

Group Finance Director

Neil joined Premier in June 1991 as Group Financial Controller and since September 2000 has also been Company Secretary and Group Finance Director. Prior to his appointment, Neil worked for KPMG for six years.

Premier Group Directorships:

14

Non-Premier Group Directorships:

0

Robert Colthorpe

Senior Independent Director

Robert is a highly experienced corporate financier with over 25 years track record of advising a wide range of clients, mainly in the financial services sector. He has worked at major merchant and investment banks (Morgan Grenfell, Deutsche Bank, Société Générale and ABN Amro) and boutique advisory firms (Hawkpoint and Europa Partners). He qualified as a Chartered Accountant with Arthur Andersen.

Non-Premier directorships: Colthorpe Associates LLP (LLP Designated Member), Aves Enterprises LLP

Premier Group Directorships:

1

Non-Premier Group Directorships:

2

William Smith

Non-Executive Director

Will is a founding partner and Chief Investment Officer at Westbeck Capital Management LLP, an energy focused hedge fund based in London. He is also currently a non-executive director of George Hattersley Limited, a textile manufacturer based in Yorkshire. Will was lead fund manager of City Natural Resources High Yield Trust an Investment Trust, and co-manager of a number of other closed end funds while at CQS and had previously worked at Morgan Grenfell and UBS Phillips and Drew.

Non-Premier directorships: Westbeck Capital Management LLP, BMB Battersea LLP, George Hattersley Limited

Premier Group Directorships:

1

Non-Premier Group Directorships:

3

Luke Wiseman

Non-Executive Director

Luke is an experienced investment professional who has held a number of board positions on both public and private companies. He is currently an executive at Elcot Capital Management and a director of Think Digital Group Ltd. He has previously worked as a portfolio manager and analyst at Carlson Capital and Steel Partners. Luke joined the Board in September 2014.

Non-Premier directorships: Think Digital Group Ltd, Elcot Capital Management Limited

Premier Group Directorships:

1

Non-Premier Group Directorships:

2

Board committees

Audit and Risk Committee

The Audit and Risk Committee is chaired by Robert Colthorpe and its other member is William Smith. The Audit and Risk Committee meets formally at least twice a year. The Chief Executive Officer, Group Finance Director and Chief Operating Officer and other Directors may be invited to attend for all or part of the meetings.

The external auditors of the Company will attend the meetings on a regular basis and will have unrestricted access to the committee and its chairman.

The purpose of the Audit and Risk Committee is to assist the Board in discharging its corporate governance responsibilities in relation to the Company’s external auditors and to provide assurance regarding the reliability and appropriateness of the disclosure of the financial statements.

Audit and Risk Committee
Terms of Reference

Remuneration Committee

The Remuneration Committee is chaired by Mike Vogel and its other members are Robert Colthorpe, William Smith and Luke Wiseman. The Remuneration Committee meets as required and at least once each year. Other senior management and external advisers may be invited to attend meetings as the Remuneration Committee considers appropriate.

The Remuneration Committee considers all material elements of remuneration policy, remuneration and incentives of executive directors and senior employees with reference to independent remuneration research and professional advice and will make recommendations to the Board on the framework for executive remuneration and its costs.

The Board is then responsible for implementing its recommendations and agreeing the remuneration packages of individual Directors. Non-Executive Directors’ fees will be determined by the full Board.

Remuneration Committee
Terms of Reference
Remuneration Committee
Policies

Nomination Committee

The Nomination Committee is chaired by Mike Vogel and its other members are Robert Colthorpe, William Smith and Luke Wiseman.

The Nomination Committee is responsible for, amongst other matters, evaluating the balance of skills, experience, independence and knowledge on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.

The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

Nomination Committee
Terms of Reference