Corporate Governance

The Group is committed to high standards of corporate governance in all its activities.  The Board is accountable to the Group’s shareholders for good corporate governance.  Although the Group is not required under AIM rules to comply with the UK Corporate Governance Code (the Code), the Board recognises the value of the Code and has regard to its requirements as far as is practicable and appropriate for a public company of its size and nature.

The Board currently comprises an Independent Non-Executive Chairman, the Chief Executive Officer, two other Executive Directors and three other Non-Executive Directors.  The biographies appearing on the Directors page demonstrate a range of experience and sufficient calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct that are vital to the success of the Group. The Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision by the Board. The Board have established a Nomination, Audit and Remuneration committee.

Below are the terms of reference for the Audit, Remuneration and Nomination Committees and our whistle blowing policy (these documents are all in PDF downloadable format):

Terms of Reference – Audit Committee

Members: E J Beale (Chair), B M Hynes, R S McDowell, F P Berrebi


Terms of Reference – Nomination Committee

Members: B M Hynes (Chair), R S McDowell, F P Berrebi


Terms of Reference – Remuneration Committee

Members: R S McDowell (Chair), B M Hynes, F P Berrebi, E J Beale


Swallowfield plc is quoted on AIM and as a result the Company has complied with AIM Rule 31 which requires the following:

  • have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules;
  • seek advice from its Nominated Advisor (“Nomad”) regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
  • provide the Company’s Nomad with any information it reasonably requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Nominated Advisors, including any proposed changes to the Board and provision of draft notifications in advance;
  • ensure that each of the Company’s Directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
  • ensure that each Director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the Director or could with reasonable diligence be ascertained by the Director.

Directors

Brendan M Hynes MBA, FCMA

Non-Executive Chairman

Brendan joined the Company as Non-Executive Chairman on 1st July 2013. He was CEO of Nichols plc from 2007 to 2013 having previously been Group Finance Director. He has plc main board experience  across a range of other sectors including TMT, retail, consumer goods, buildings and automotive. Previous roles have included Executive Director at Knowledge Management Software plc and Group Finance Director at William Baird plc a branded clothing business. He is also currently a non-executive director of Churchill China plc; of a private, online education business “Webexaminer”; and a member of the Criticaleye Advisory Board. Previously he was a Director of the Consumer, Retail and Distribution (CRD) practice of PricewaterhouseCoopers advising Times 100 companies. Brendan chairs the Nomination Committee and is a member of the Audit and Remuneration Committees.

Chris How

Chief Executive Officer

Chris joined the Company as Chief Executive on 15th July 2013. He has extensive international experience across the personal care and household sector, having held senior General Management and Sales & Marketing positions with PZ Cussons and Colgate Palmolive.  Chris has previously been Managing Director PZ Cussons Australia; Regional Director PZ Cussons Europe, Asia, South Pacific; Managing Director PZ Cussons UK; General Manager, Colgate Palmolive Benelux; as well as holding European and UK Sales Director positions within Colgate Palmolive. Chris is a member of the Cosmetics, Toiletries and Perfumery Association (CTPA) executive.

Jane Fletcher, BSc (Hons)

Group Sales and Marketing Director

Jane joined the Company in 1996 and was promoted to the position of Group Sales and Marketing Director in October 2004.  Prior to this she gained valuable experience in product buying at Marks and Spencer.  Jane has over 20 years experience within the industry, working and developing products with both brands and retailers.

Mark Warren, BSc(Hons), FCCA

Group Finance Director

Mark joined the Company in January 2010 as Group Finance Director.  Mark has extensive financial, commercial and operational management experience from across a range of customer oriented businesses operating in global markets.  Mark previously held senior roles in GEC plc, Whitbread plc, Interbrew SA, Alpharma Inc. and Actavis. Mark is a member of the South West Regional Council of the CBI.

Franklin Berrebi

Non-Executive Director

Franklin joined the Company in July 2010 and brings a wealth of international experience in the consumer goods market having spent 33 years with L’Oreal, latterly as the Managing Director of L’Oreal Consumer Goods Europe.  Since retiring from L’Oreal in 2004 Franklin has worked with AXA Private Equity and Activa Capital, and sits on the Board of a number of companies. Franklin is a member of the Audit, Remuneration and Nomination Committees.

Roger McDowell

Non-Executive Director

Roger was reappointed to the Board in March 2012 having previously served as a Non-Executive Director from July 2011 to January 2012.  Roger is an experienced director of 33 years’ standing: he led the Oliver Ashworth Group through dramatic growth, main market listing and sale to St. Gobain, following which he was appointed to a number of non-executive roles, including chairmanships in both public and private equity backed businesses.  He is currently Chairman of Alkane plc and Avingtrans plc, and is Senior Non-Executive Director of Servelec Group plc. He is also Non-Executive Director of IS Solutions plc, PTSG Group plc, and Proteome Sciences plc and Tribal Group plc. Roger chairs the Remuneration Committee and is a member of the Audit and Nomination Committees.

Edward Beale

Non-Executive Director

Edward joined the Company as a Non-Executive Director on 1 July 2014. Mr Beale is a Chartered Accountant and is the Chief Executive of City Group P.L.C.  He is a member, previously chairman, of the Corporate Governance Committee of the Quoted Companies Alliance.  He was a member of the Accounting Standards Board of the Financial Reporting Council for six years to 31st August 2013.  He is the non-executive chairman of Marshall Monteagle PLC and is a non-executive director of Western Selection P.L.C., Finsbury Food Group Plc, Halogen Holdings P.L.C. and Hartim Limited and some of their subsidiary and associated companies.  Edward chairs the Audit Committee and is a member of the Remuneration Committee.