Investor Centre

Fox Marble is committed to maintaining strong relations with shareholders. Find out more information below:

 
 
 

AIM Rule 26

The information below is disclosed in accordance with AIM Rule 26, and was correct as at 31/12/2016.

 

UK City Code on Takeovers and Mergers

Fox Marble is subject to the UK City Code on Takeovers and Mergers.

 

Company Key Facts

Stock symbol: FOX

Country of Incorporation: England and Wales

Registered Address: 15 Kings Terrace, London, NW1 0JP

Company Number: 7811256

Main Country of Operation: Kosovo

Index Market: AIM

 

Further information required by AIM Rule 26 is available from the links below.

Company Information

 

Documents & Announcements

 

Securities Information


 
 

Share Information

The following share information was correct as at 30 June 2018.

AIM symbol FOX
ISIN Number GB00B7LGG306
Number of AIM Securities in Issue: 217,885,322
Percentage of shares not in public ownership 13%
Placing price £0.20
 

Significant Shareholders

Shareholder / Group Amount % Holding
Dr Etrur Albani 22,472,254 10.31%
Mr Christopher Gilbert 19,497,663 8.95%
Mr Shailesh Patil 19,047,619 8.74%
Miton Group Plc 13,960,316 6.41%
Mr Dominic RN Redfern 12,038,888 5.53%
Artemis Investment Management LLP 9,722,222 4.46%
Andrew Muir 8,869,000 4.07%
Amati Global Investors Limited 8,846,734 4.06%
Nigel Luckett 7,000,000 3.21%
 

There are no restrictions on the transfer of securities.

 

Details of Any Other Exchanges or Trading Platforms

The company is not listed on any other exchanges or trading platforms.


 

About Us

Fox Marble Holdings plc is a dimension stone company focused on quarrying in Kosovo and Macedonia and processing in Kosovo. It is listed on the AIM market of the London Stock Exchange (AIM:FOX).

Fox Marble has five quarries under licence (four of which are in operation) and a further five quarries under operating agreements. The quarries hold a combined volume of over 300 million cubic metres of premium quality marble and decorative stone. The quarries are currently being managed and developed by the Group's skilled Carrara-trained workforce.

Fox Marble has now finished its first processing facility in Kosovo. This will enable the Group to process marble block into finished slabs. The Group's goal is to establish itself as the industry leader in decorative stone from Kosovo and Southeast Europe bringing the highest quality stone to the market at highly competitive prices. To this end in October 2016 Fox Marble announced the launch of Stone Alliance LLC. This U.S registered company will dwarf its parent and will eventually have some forty plus quarries and a further three processing plants. Stone Alliance is now at the fundraising stage of its life-cycle.


our journey

Fox Marble was founded by Chris Gilbert and Dr Etrur Albani in 2011 to exploit the extensive high quality, and in many cases unique, marble and dolomitic limestone reserves in Kosovo where the dimension stone industry had lain dormant for many decades.  The aim from the outset was to own and operate quarries, process the stone and sell stone block, transformed stone and the bi-products of processing.  A secondary objective was to introduce a new industry and type of business governance to Kosovo, a country that has struggled to develop its economy following independence in 2008.

Following extensive research, the company acquired rights and mining licences to five quarries at Rahovec (three quarries including Malishevë and Cervenillë), Syriganë and Pejë. These quarries promised an exciting palette of colours from white, through a variety of greys to red and gold. 

Fox Marble listed on the AIM of the London Stock Exchange in August 2012 raising the capital needed to equip, develop and operate its quarries and build its processing plant.  It remains the only AIM listed dimension stone company and is the first publicly listed company from anywhere in the world to build its operations predominantly in Kosovo.  The company is a trail blazing pioneer on many levels.

The initial focus was on opening its quarries.  Guided by its Italian quarry strategist, Studio Pandolfi, and highly skilled Italian quarrymasters, a workforce was recruited and trained.  Few of the workforce had any previous quarry experience.  Access roads, some of them substantial pieces of  civil engineering in their own right, were constructed and services installed.  Quarry sites and their adjacent block parks were mapped out in detail and cleared.  Only then could actual quarrying commence.

Dimension stone quarries take time to open in a way which balances short term yield and long term potential.  The geology has to be investigated in detail and adjustments made to the orientation of excavations.  Three operating seasons (these are March/April to December/January in Kosovo and Macedonia depending on the length and severity of the winters) to bring a quarry into consistent production is normal.  Fox Marble reduced that time scale with a herculean effort at all its sites but developing a top quality dimension stone quarry is still more of a painstaking than a spectacular process. 

Once the overburden has been removed, excavation is by precision drilling and cutting in order to preserve the integrity of the raw material.  The target output is large uniform stone blocks (up to a maximum of 25 tonnes in Kosovo because of transport regulations) and the faster more destructive quarrying techniques of the aggregates industry are simply not an option.  Cutting the blocks and removing them creates the stone ‘benches’ (see images above) – giant steps that are the defining visual characteristics of dimension stone quarries. 

As in most quarries, the material from closest to the surface in the Fox quarries has, for hundreds of thousands of years been subjected to the effects of weathering and the action of plant roots breaking up the uniformity of the stone and producing holes, cracks and sometimes discolouration.  Furthermore, both Kosovo and Macedonia are seismically active areas and this adds to the cracking in the surface layers in particular.  The higher quality stone, more compact, uniform and with fewer cracks and holes comes from deeper in the quarries.

Even the surface material may have commercial value.  Fox Marble has stockpiled the better surface stone from each of its quarries to await the installation of a tile processing line in its factory.   Much of it is perfect for small cut to size items such as tiles and anything which does not make the grade for that will eventually be crushed for gravel or powder.

Quarrying in Kosovo over the last 3 years has more than borne out the optimism of the early survey work.  But the Company recognised early on that a whiter marble than its Kosovo quarries were yielding would significantly enhance its portfolio.   Neighbouring Macedonia had exactly what was needed.  This world-renowned material occurs in deposits running for more than 50 km through central and southern Macedonia and the company was fortunate to be able to acquire, with the help of a local partner, a large concession just to the north of Prilep, Macedonia's answer to Carrara.  It has rights to two quarries and has been extracting marble commercially for three seasons.  

Once work on opening the quarries had begun, Fox turned its corporate attention to its first processing factory.  Replacing expensive and logistically complicated processing in Italy with significantly less expensive and more agile processing in Kosovo was always a cornerstone of company strategy.  

Finding a large enough site to buy near to Prishtina, the state capital and main transport hub, was the first challenge.  Lipjan, just a few km to south, with its helpful mayor, was chosen.  However, the land allocated for industry in the Lipjan municipality is on a series of small hills and the municipality had undertaken no site preparation.  Fox Marble was the first company to buy land there and this created work.  The factory site had to be levelled (fortunately Fox is a quarrying company and had its own heavy plant available), the access road built and services laid on.   Electricity required a special agreement with the distribution company to ensure continuous provision (Kosovo has an overall electricity deficit) and installing an 2km underground cable from the nearest appropriate point on the national power grid.  The task of persuading reluctant landowners to let Fox dig a trench for the cable was a task and a half in itself.  Fortunately, water (the factory uses a lot for lubrication) was less of an issue.  It became apparent very early on that the most cost-effective solution was a borehole on site.

The factory was designed in Italy around mostly Italian machinery.  The building itself, in a prominent yellow, was purchased and shipped from Greece whilst all the construction work was undertaken, to exacting standards, by local companies.  As soon as the building shell was complete a local artist was commissioned to paint the company name on the side of the building in letters large enough to be visible many km away and, importantly for such a pioneering investment, to be visible from aircraft taking off and landing from the nearby international airport. Those who have not seen it often assume that the name must have been Photoshopped!

The factory is being completed in stages under the supervision of Italian specialists.  The first of the vast gangsaws, which cut stone blocks into slabs, began cutting right at the end of 2016.  The slab polishing line and the epoxy resin line became fully operational in late summer 2017 and the first exports of finished stone slabs to the US came shortly afterwards.  Sophisticated machinery to produce stone tiles and other cut to size stone products will commission in 2018.  Landscaping the factory site began over the winter 2017/18 when snowfall and extreme cold constrained production.

With the factory complete the Company is able to satisfy all the major global markets and focus is now on consolidation and growth.  The company  stepped up its world-wide marketing and sales drive at the end of 2016 and has continued this systematically throughout 2017 and into 2018 with a team both growing in size and experience.  Prestigious and lucrative orders have been won and announced  and more are in the pipeline. The future is looking good.


 

 

Board of Directors

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Andrew Allner

Non-Executive Chairman

Andrew is currently the Chairman of The Go-Ahead Group Plc, Non-Executive Chairman for Marshalls Plc and SIG plc and Non-Executive Director at Northgate Plc. Previously; Andrew was Non-Executive Director of Moss Bros, CSR Plc and AZ Electronic Materials SA; and Group Finance Director at RHM Plc, taking a lead role in its flotation on the London Stock Exchange in 2005 and CEO at Enodis Plc.

Andrew has also served in senior executive positions with Dalgety Plc, Amersham International Plc and Guinness Plc, and was a Partner at PriceWaterhouseCoopers

 
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Christopher Gilbert

CEO

Chris Gilbert has developed a number of successful businesses, with specific responsibility for fundraising, executive business management and their subsequent disposals. In that time, Chris has raised significant sums for companies he has founded or reorganised.

In 1992, Chris co-founded Infectious Records, an independent record company which grew to be one of the most successful independent record companies in the UK until it was sold to Rupert Murdoch's News Corporation in 1999. Following this he founded Auriga Networks, a satellite transmission company which has developed a unique technology to deliver mpeg 3 video over VSAT networks and numbers amongst its clients NATO, the British and US Army, BBC, Fox Television and CBS News. In addition, Chris co-founded DarkStar Technologies, a hi tech start up providing internet security and data management services to the entertainment industry with such clients as EMI, Sony, BMG, Warner Brothers Pictures and Universal-NBC, subsequently sold in 2010.

In 2005, Chris co-founded Crosstown Songs, a buy & build music publishing venture funded by Cargill which became a major independent music publishing company which was sold to KKR / Bertelsmann in 2009.

 
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FIONA HADFIELD

Finance Director

Fiona Hadfield is a chartered accountant. She previously worked with Deloitte LLP and qualified in 2005. In 2009, Fiona joined Crosstown Songs as Chief Financial Officer, overseeing all financial aspects of the company's disposal of assets to KKR and Bertelsmann. Fiona is a graduate of Oxford University.

 
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Sir Colin Terry KBE CB DL FREng

Non-Executive Director

Sir Colin spent 37 years in the Royal Air Force, where he reached the rank of Air Marshal. He was Director-General of Support Management in 1993, Chief of Staff at RAF Logistics Command in 1995 and Air Officer Commanding-in-Chief at RAF Logistics Command in 1997 before retiring in 1999.

Sir Colin is the former Non-Executive Chairman of Meggitt Plc, a position he held between 2004 and 2016. He is qualified as a chartered engineer and fellow of Imperial College.

 
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Roy Harrison OBE

Non-Executive Director

A former Chief Executive of Tarmac Plc, Roy completed the sale of Tarmac to the Anglo American Mining Group in 2000. He is the former Chairman of Renew Holdings Plc and was a Senior Independent Director of the BSS Group Plc.  Roy is chairman of the Thomas Telford Multi Academy Trust, having spent 25 years establishing and running new or rescued schools under the Thomas Telford Banner.

Annual & Interim Reports

 

ANNUAL REPORT 2017

interim REPORT 2017


ANNUAL REPORT 2016


Interim report 2016


Annual report 2015


INTERIM REPORT 2015


Annual report 2014


 
 

Corporate Governance


Although Fox Marble Holdings Plc, as an AIM quoted company, is not required to comply with the UK Corporate Governance Code as issued by the Financial Reporting Council, the Board of Directors are committed to developing and applying high standards of corporate governance appropriate to the Company’s size.

The Company has adopted and will operate a share dealing code governing the share dealings of the Directors and applicable employees with a view to ensuring compliance with Rule 21 of the AIM Rules.

The Board of Directors has decided to apply the QCA Corporate Governance Code ("QCA Code").  Details of how the Company complies with the QCA Code, can be found here

The Chair's Statement on Corporate Governance can be found here

Remuneration Committee

The Remuneration Committee consists of Andrew Allner, Sir Colin Terry and Roy Harrison (Committee Chairman). It is responsible for reviewing the performance of the senior executives, and for determining their levels of remuneration.

The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually, regarding the levels of remuneration and benefits including participation in the Company's share plan.

The Terms of Reference of the Remuneration Committee can be found here

Directors on the Remuneration Committee

 

Audit Committee

The Audit Committee consists of two Directors; Roy Harrison and Sir Colin Terry (Committee Chairman). Andrew Allner attends the committee meetings by invitation.

The Audit Committee meets at least twice a year to consider the annual and interim financial statements and the audit programme. The terms of Reference of the Audit Committee are reviewed by the Board regularly and are available on the Company’s website, or on request from the Company.

The Audit Committee responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the accounts and internal control systems.

The report for of the Audit Committee for the current year can be found here

The Terms of Reference of the Audit Committee can be found here

Directors on the Audit Committee

  Sir Colin Terry    Committee Chairman

Sir Colin Terry

Committee Chairman

 

 

Internal Control

It is the responsibility of the board of directors to maintain a sound system of internal control to safeguard shareholders' investment, the company's assets, employees and business of the Group. Internal control systems are designed to reflect the particular type of business, operations and safety risks, and to identify and manage these risks.

The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities, accountability and succession plans. The Board engages independent professional advice where necessary. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the group.

 

Anti Bribery Policy 

The Fox Marble Group and its senior management have a zero tolerance of bribery and corruption. This policy extends to all the company’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.

The Group prohibits the offering, the giving, the solicitation or the acceptance of any bribe, whether cash or other inducement to or from any person or company, wherever they are situated and whether they are a public official or body or private person or companyby any individual employee, agent or other person or body acting on the Group's behalfin order togain any commercial, contractual or regulatory advantage for the Group in a way which is unethical or in order togain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.  

Bribery and fraud may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with the Group.  The Group will not, therefore, enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect that a business relationship or activity is, in any way, connected with or facilitates bribery or fraud. We will actively cooperate with law enforcement authorities for the investigation and punishment of any act of bribery connected to any group company.  Employees of group companies must also comply with local policies and procedures that apply to them as set out in any other individual group company compliance manual or procedures.


 

Compliance with Governance Code

Following the recent consultation by the London Stock Exchange, new AIM Rules were published in March 2018. One of the key amendments is in respect of AIM Rule 26 (as set out in AIM Notice 50), which now requires AIM companies to state on their website which recognised corporate governance code they apply and how they have applied that code.

The Board of Directors of Fox Marble Holdings Plc is committed to developing and applying high standards of corporate governance.  The Board of Directors seeks to apply the QCA Code, revised in April 2018 as devised by the Quoted Companies Alliance.

The Quoted Companies Alliance is the independent membership organisation that champions the interests of small to mid-size quoted companies.   The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies.

A revised version of the QCA Code (the “Revised Code”) was published in April 2018, based on the ‘comply or explain’ principle.

The QCA Code is constructed around ten broad principles (accompanied by an explanation of what these principles entail, under ‘application’) and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies, and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.

The table below sets out the principles, the application recommended by the QCA code.  It then sets out how Fox Marble complies with these requirements and departures from code, and provides links to appropriate disclosures.   These are based upon the recommended disclosures provided in the QCA code.

These disclosures were last reviewed on the 30 August 2018. 



QCA PRINCIPLE

APPLICATION

HOW FOX MARBLE COMPLIES

DEPARTURES AND REASONS

LINKS

DELIVER GROWTH

1. Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

The Board of Directors has clearly set out vision for Fox Marble for the medium to long term that it regularly sets out in communications with stakeholders.

The Board of Directors meet on a regular basis to discuss the strategic direction of the Company, and progress in achieving against its aims.

Fox Marble provides detailed disclosure on the Company’s business model and strategy in the Annual Report. Strategic objectives and risks are disclosed for the upcoming year.

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Annual Report

2. Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Fox Marble has a Board of Directors with experience in understanding the needs and expectations of its shareholder base. It supplements this board with professional advisers in the form of Public Relations company, NOMAD, Broker, Auditor and Company Secretary who provide advice and recommendations in various areas of its communications with shareholders.

Fox Marble engages with shareholders in the following way:

- The Company website has been designed as a hub to provide information to shareholders and communicate with them. The website is regularly reviewed to ensure the information is up to date and relevant. The website contains copies of all Company communications and public documents.

- The Company provides regular updates to the market via the Regulatory News Service.

- The Company’s Annual Report provides required information with regard to historical performance, strategy and objectives of the Company. An Annual General Meeting is held to which all shareholders are invited and may engage with the Board of Directors.

- Contact details for the Company are provided on the Company website along with public documents.

The Company does not currently have a dedicated investor relations role. The Board feels that this is appropriate given the size and stage of development of the Company.

Annual Report

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

Key resources and relationships and on which the business relies are its customers, workforce, suppliers, shareholders, local community and elements of regulatory framework.

- Employees are encouraged to raise any concerns they may have with relevant management and are also provided with independent contact should they not want to engage directly with their managers.

- The mechanisms for feedback from shareholders have been considered under point (2) above.

- Feedback from customers is at present in formal. Sales agents will contact customers on an ad hoc basis following completion of a sale or project, and provide verbal feedback where necessary to senior management.

- Feedback from regulators is provided via the regular framework of reporting and inspections that are carried out.

The Company does not have a formal feedback mechanism with respect to stakeholder outside the Company.

The board will keep this under consideration and put in place procedures when it is felt appropriate.

External stakeholders can contact the Company via their key contact, or directly via the website.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer. Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

Fox Marble recognises that risk is inherent in all of its business activities. Its risks can have a financial, operational or reputational impact. The Company’s system of risk identification, supported by established governance controls, ensures that it effectively responds to such risks, whilst acting ethically and with integrity for the benefit of all of our stakeholders. Once identified, risks are evaluated to establish root causes, financial and non-financial impacts, and likelihood of occurrence. Consideration of risk impact and likelihood is taken into account to create a prioritised risk register and to determine which of the risks should be considered as a principal risk. The effectiveness and adequacy of mitigating controls are assessed. If additional controls are required, these will be identified and responsibilities assigned. The Company’s management is responsible for monitoring the progress of actions to mitigate key risks. The risk management process is continuous; key risks are reported to the Audit Committee and at least once a year to the full Board.

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Annual Report

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

5. Maintain the board as a well-functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles.

The Board has five directors, three of whom are non-executive. The Board is responsible for the management of the business of the Company, setting its strategic direction and establishing appropriate policies. It is the directors’ responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and risk management.

The non-executive directors, Andrew Allner, Roy Harrison and Sir Colin Terry, are considered independent.

The non-executive directors bring a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each non-executive director is assessed at least annually.

The Board of Directors meet at least ten times a year as a full board. The attendance at Board Meetings for the year ended 31 December 2017 can be found in the Annual Report for the year ended 31 December 2017.

The board has appointed a number of subcommittees to assist in its activities.

The terms of reference of the board committees are reviewed regularly and are available on the Company’s website www.foxmarble.net.

The Remuneration Committee consists of Andrew Allner, Sir Colin Terry and Roy Harrison (Committee Chairman). It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration.

The Nomination Committee meets as required to consider the composition of and succession planning for the Board, and to lead the process of appointments to the Board. The Committee Chairman is Andrew Allner. The other members of the Committee are Chris Gilbert, Roy Harrison and Sir Colin Terry.

The Audit Committee consists of two non-executive Directors: Roy Harrison and Sir Colin Terry (Committee Chairman). Andrew Allner attends the committee meetings by invitation. The Audit Committee meets at least three times a year to consider the annual and interim financial statements and the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems.

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6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

The Board of Fox Marble has been assembled to allow each director to contribute the necessary mix of experience, skills and personal qualities to deliver the strategy of the company for the benefit of the shareholders over the medium to long term. Full details of the Board Members and their experience and skills can be found by following the link opposite.

Together the Board of Directors provide relevant quarrying and mining sector skills, the skills associated with running large public companies, technical skills, country experience and technical and financial qualifications to assist the Company in achieving its stated aims.

The Directors keep their skillsets up to date through as required through the range of roles they perform and consideration of technical and industry updates.

The Board has not sought external advice on any significant matter, apart from advice sought in the normal course of business from our auditors, lawyers and tax compliance advice. No external advisers have been engaged by the Board of Directors, except as noted above.

The role of Company Secretary is fulfilled by Lorraine Young BSc FICA-ICSA and supports and advises the Board in its function.

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Directors Biographies

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

Fox Marble has yet to carry out a formal assessment of board effectiveness, given its stage of development as an entity. The Board are considering how this first assessment will be carried out.

Fox Marble has yet to carry out a formal assessment of board effectiveness.

The board will keep this under consideration and put in place procedures when it is felt appropriate.

8. Promote a corporate culture that is based on ethical values and behaviours

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company

Refer to Chair’s corporate governance statement for a full description of how the Board promotes a culture based on sound ethical values.

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Chair's Corporate Governance Statement

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its: • size and complexity; and • capacity, appetite and tolerance for risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

Refer to Chair’s corporate governance statement for a full description of the Corporate governance structures.

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Chair's Corporate Governance Statement

BUILD TRUST

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist: • the communication of shareholders’ views to the board; and • the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website).

Historical annual reports and other governance-related material, notices of all general meetings over the last five years can be found on the website.

The report of the Audit Committee can be found by following the links attached.

There have been no votes where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting.

None

Annual Report

Report of the Audit Committee

 
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Chairman's Corporate Governance Statement

The Board of Directors is committed, where practicable, to developing and applying high standards of corporate governance appropriate to the Company’s size and stage of development.  The Board of Directors seeks to apply where appropriate the QCA Code, revised in April 2018 as devised by the Quoted Companies Alliance.

The QCA Code is constructed around ten broad principles and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies, and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.  In the final section to this statement the Company sets out how each principle is applied, where the Company departs from these principle, with an explanation as to why.   Further we include an index as to where the required disclosures are made. 

Board Structure

The Board has five directors, three of whom are non-executive. The Board is responsible for the management of the business of the Company, setting its strategic direction and establishing appropriate policies. It is the directors’ responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and risk management. The non-executive directors bring a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each non-executive director is assessed at least annually, and all of the non-executive directors are considered to be independent at the date of this report.

It is the Group’s policy that the roles of the Chairman and CEO are separate, with their roles and responsibilities clearly divided and recorded. A summary of their roles is as follows:

·         The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting its agenda. The Chairman facilitates the effective contribution and performance of all Board members whilst identifying any development needs of the Board. He also ensures that there is sufficient and effective communication with shareholders to understand their issues and concerns.

·         The CEO is responsible for executing the strategy agreed by the Board and developing the Group objectives through leadership of the senior executive team. He will recommend to the Board any investment or new business opportunities which meet this strategy. He also ensures that the Group’s risks are adequately addressed and appropriate internal controls are in place. The CEO is responsible for meeting with shareholders and ensuring effective communication.

·         The CEO is responsible for the day to day management of the company, and for maintaining the highest ethical standards and integrity in the interest of the shareholders, employees, customers and the wider community.

Attendance at meetings

·         It is expected that all Directors attend Board and relevant Committee meetings, unless they are prevented from doing so by prior commitments, and that all Directors will attend the AGM.

·         Where Directors are unable to attend meetings due to conflicts in their schedules, they will receive the papers scheduled for discussion in the relevant meetings, giving them the opportunity to relay any comments to the Chairman in advance of the meeting. Directors are required to leave the meeting where matters relating to them, or which may constitute a conflict of interest to them, are being discussed.

The following table shows the directors’ attendance at scheduled Board meetings, which they were eligible to attend during the 2017 financial year:

Director

Attendance at Board Meetings

Andrew Allner

11/11

Chris Gilbert

11/11

Fiona Hadfield

11/11

Roy Harrison OBE

11/11

Richard Round(1)

2/2

Sir Colin Terry KBE CB DL

11/11

(1) Resigned 4 May 2017

Board Committees

The terms of reference of the board committees are reviewed regularly and are available on the Company’s website www.foxmarble.net.

Remuneration Committee

The Remuneration Committee consists of Andrew Allner, Sir Colin Terry and Roy Harrison (Committee Chairman). It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration. The Committee makes recommendations to the Board, within agreed terms of reference regarding the levels of remuneration and benefits including participation in the Company’s share plan.

Nomination Committee

The Nomination Committee meets as required to consider the composition of and succession planning for the Board, and to lead the process of appointments to the Board. The Committee Chairman is Andrew Allner. The other members of the Committee are Chris Gilbert, Roy Harrison and Sir Colin Terry.

Audit Committee

The Audit Committee consists of two non-executive Directors: Roy Harrison and Sir Colin Terry (Committee Chairman). Andrew Allner attends the committee meetings by invitation. The Audit Committee meets at least three times a year to consider the annual and interim financial statements and the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems.

Matters reserved for the Board.

1.       Approval of the Group vision, values and overall governance framework;

2.       Approval of the Company's Annual Report and Accounts and Half Yearly Financial Statements;

3.       Approval of any interim dividend and recommendation of the final dividend;

4.       Approval of Group financial policy;

5.       Approval of budgeted capital projects in excess of €1,000,000, unbudgeted capital projects in excess of €100,000 investments, acquisitions of further quarry sites or shares in third party companies and disposals by any Group company;

6.       Approval of the Company's long-term finance plan and annual capital and revenue budget;

7.       Approval of any significant change in Group accounting policies or practices;

8.       Approval of all circulars, listing particulars, resolutions and corresponding documentation sent to shareholders;

9.       Approval of changes in the capital structure of the Company or its status as a plc and, in particular, the issue or allotment of shares in the Company otherwise than pursuant to Company approved employee share schemes;

10.    Appointment, re-appointment and removal of the Chairman and Directors and the recommendation to shareholders of their election or re-election under the Articles of Association; the appointment and removal of the Company Secretary;

11.    Approval of the division of responsibilities between the Chairman and Chief Executive;

12.    Establishing committees of the Board, approving their terms of reference (including membership and financial authority), reviewing their activities and, where appropriate, ratifying their decisions;

13.    Recommendation to shareholders for the appointment, re-appointment or removal of the auditors;

14.    Approval of this schedule of Matters Reserved to the Board

Company culture and ethics

The Board of Directors seeks to embody and promote a corporate culture that is based on sound ethical values and behaviours. A culture of ethics and compliance is at the core of a strong risk management program.

The Board of Directors of Fox Marble Group has adopted this code of ethics, to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; promote the full, fair, accurate, timely and understandable disclosure of the Company's financial results in accordance with applicable disclosure standards; promote compliance with applicable governmental laws, rules and regulations; and deter wrongdoing.

Andrew Allner

Non-Executive Chairman

30 August 2018


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Report of the Audit Committee

This report details how the Audit Committee has met its responsibilities under its Terms of Reference in the last twelve months. The Audit Committee focused particularly on the appropriateness of the Group’s financial statements. The committee has satisfied itself, and has advised the Board accordingly, that the 2017 Annual Report and financial statements are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy. The significant issues that the committee considered in relation to the financial statements and how these issues were addressed are set out in this Report.

One of the Audit Committee’s key responsibilities is to review the Group’s risk management and internal controls systems, including in particular internal financial controls. During the year, the committee carried out a robust assessment of the principal risks facing the company and monitored the risk management and internal control system on an on-going basis.  The committee also reviewed the effectiveness of both the external audit process as part of the continuous improvement of financial reporting and risk management across the Group.

The Board has established an Audit Committee to monitor the integrity of the Company’s financial statements and the effectiveness of the Group’s internal financial controls. The committee’s role and responsibilities are set out in the committee’s terms of reference which are available from the Company and are displayed on the Group’s website [LINK].  The Terms of Reference are reviewed annually and amended where appropriate.   During the year the committee worked with management, the external auditors, and other members of the Board in fulfilling these responsibilities.

Committee membership and meetings

The Audit Committee consists of two independent non-executive Directors: Roy Harrison and Sir Colin Terry (Committee Chairman).  Andrew Allner attends the committee meetings by invitation.  The biographies of each can be found on the Company’s website [LINK].  The Board considers that the committee as a whole has an appropriate and experienced blend of commercial, financial and industry expertise to enable it to fulfill its duties.  The committee met three times during the year ended 31 December 2017 and all members of the Committee attended each meeting. 

Each committee meeting was attended by the Group CEO and the Group Financial Director. The external auditors also attended these meetings as required. The Company Secretary is the secretary of the Audit Committee. Other Directors can attend the meetings as required.

The chairman of the Audit Committee also met with the external audit lead partner outside of committee meetings as required throughout the year.

The Audit Committee report deals with the key areas in which the Audit Committee plays an active role and has responsibility. These areas are as follows:

1)       Financial Reporting and related primary areas of judgement;

2)       The External Audit process; and

3)       Risk Management and Internal controls.

Financial Reporting and related primary areas of judgement

The committee is responsible for monitoring the integrity of the Group’s financial statements and reviewing the financial reporting judgements contained therein. The financial statements are prepared by a finance team with the appropriate qualifications and expertise.

The Committee confirmed to the Board that the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

In respect of the year to 31 December 2017, the committee reviewed:

·         the Group’ s Interim Report for the six months to 30 June 2017; and

·         the Preliminary Announcement  and Annual Report to 31 December 2017.

In carrying out these reviews, the committee:

·         reviewed the appropriateness of Group accounting policies and monitored changes to and compliance with accounting standards on an on-going basis;

·         discussed with management and the external auditors the critical accounting policies and judgements that had been applied;

·         discussed a report from the external auditors at that meeting identifying the significant accounting and judgemental issues that arose in the course of the audit;

·         considered the management representation letter requested by the auditors for any non-standard issues and monitored action taken by management as a result of any recommendations;

·         discussed with management future accounting developments which are likely to affect the financial statements; and

·         considered key areas in which estimates and judgement had been applied in preparation of the financial statements.

The primary areas of judgement considered by the committee in relation to the Group’s 2017 financial statements, and how they were addressed by the committee are set out below.

Significant risks considered by the Committee in relation to the financial statements

Corresponding actions taken by the Committee to address the issues

Group’s ability to continue as a going concern

The Committee reviewed the Group’s going concern statement set out in the Report of Directors’. In considering the assessments made, the Committee paid particular attention to the robustness of the stress testing scenarios. The external auditor reviewed management’s assessment and discussed this review with the Committee.

Valuation of Inventory

The Committee reviewed the calculations and assumptions provided by management which support the valuation of inventory. The Committee reviewed the judgements around the expected net realisable value of the inventory in conjunction with forecast sales. The Committee is comfortable with the carrying value of inventory

External Audit Process

The Audit Committee has responsibility for overseeing the Group’s relationship with the external auditor including reviewing the quality and effectiveness of their performance, their external audit plan and process, their independence from the Group, their appointment and their audit fee proposals. Prior to commencement of the 2017 year-end audit, the committee approved the external auditor’s work plan and resources and agreed with the auditor’s various key areas of focus, including impairment, inventory and going concern.  During the year the committee met with the external auditor without management being present. This meeting provided the opportunity for direct dialogue and feedback between the committee and the auditor.

The committee is responsible for ensuring that the external auditor is objective and independent. PricewaterhouseCoopers LLP has been the Group’s auditor since 2013, following a formal tender process in which a number of leading global firms submitted tenders and presentations. This was the last formal tender process carried out by the Group. During 2016, Tim McAllister replaced Alison Baker as lead audit partner.  The committee received confirmation from the auditor that they are independent of the Group under the requirements of the Financial Reporting Council's Ethical Standards for Auditors. The auditors also confirmed that they were not aware of any relationships between the Group and the firm or between the firm and any persons in financial reporting oversight roles in the Group that may affect its independence.

In order to further ensure independence, the committee has a policy on the provision of non-audit services by the external auditor that seeks to ensure that the service provided by the external auditor are not, or are not perceived to be, in conflict with auditor independence. By obtaining an account of all relationships between the external auditor and the Group, and by reviewing the economic importance of the Group to the external auditor, the committee ensured that the independence of the external audit was not compromised. During the year the committee reviewed and updated its policy on the engagement of external auditors and the provision of non-audit services in order to bring it into full compliance with the EU audit reform legislation. An analysis of fees paid to the external auditor, including non-audit fees, is set out in Note 6 to the 2017 Annual Report.

Risk Management and Internal controls

The Audit Committee has been delegated, from the Board, the responsibility for monitoring the effectiveness of the Group’s system of risk management and internal control.

The Audit Committee monitors the Group’s risk management and internal control processes through detailed discussions with management and executive Directors, and the external audit reports, as part of both the year-end audit, all of which highlight the key areas of control weakness in the Group. All weaknesses identified by external audit are discussed by the committee with Group management and an implementation plan for the targeted improvements to these systems is put in place.

As part of its standing schedule of business, the committee carried out an annual risk assessment of the business to formally identify the key risks facing the Group

Sir Colin Terry

Chair of the Audit Committee

30 August 2018

 

 

Corporate Documents


CIRCULARS

05 Jan 2018

05 Jan 2018

13 May 2016

13 May 2016

9 August 2013


Admission Document

31 August 2012


Constitutional Documents


 
 

Advisers


Nomad

Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
London
EC2V 6AX

www.cairnfin.com/

Broker

Brandon Hill Capital Limited
1 Tudor Street
London
EC4Y 0AH

http://www.brandonhillcapital.com/

Auditors

PricewaterhouseCoopers
1 Embankment Place
London
WC2N 6RH

www.pwc.com

Solicitors to the Company

CMS Cameron McKenna Nabarro Olswang LLP
24 Upper Brook Street
London
W1K 7QB

www.cms.law

Registrars

Computershare Investors Plc
Vinters Place
68 Upper Thanus Street
London
EC4V 3BJ

www.computershare.com

PR Company

Yellow Jersey PR
30 Stamford Street
London
SE1 9LQ

www.yellowjerseypr.com


 
 

IR Contacts

Email: ir@foxmarble.net

Phone: +44 (0)207 380 0999

Fox Marble Holdings plc
15 Kings Terrace
London NW1 0JP
United Kingdom