Board of Directors
The Group is headed by a Board of Directors which leads and controls the Group and which is accountable to shareholders for good corporate governance of the Group. The Board currently comprises three executive directors and two independent non-executive directors who bring a wide range of experience and skills to the Company.
The Board considers Tandeep Minhas and Clive Carver to be independent non-executive directors.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as responsibilities of the Board. The Board has delegated certain authorities to Board committees, each with formal terms of reference.
The main role and responsibility of the Audit Committee is to monitor the integrity of the information published by the Group about its financial performance and position. It does this keeping under review the adequacy and effectiveness of the internal financial controls and by reviewing and challenging the selection and application of important accounting policies, the key judgements and estimates made in the preparation of the financial information and the adequacy of the accompanying narrative reporting.
The Audit Committee is also responsible for overseeing the relationship with the external auditor which includes considering its selection, independence, terms of engagement, remuneration and performance. A formal statement of independence is received from the external auditor each year.
It meets at least twice a year with the external auditor to discuss audit planning and the audit findings, with certain executive directors attending by invitation. If appropriate, the external auditor attends part of each committee meeting without the presence of any executive directors.
The Audit Committee currently comprises Tandeep Minhas and Clive Carver as Chairman. They report to the Board on matters discussed at the Committee meetings.
The Remuneration Committee convenes not less than twice a year, ordinarily on a six monthly basis, and during the year it met on three occasions. The Committee comprises Tandeep Minhas and Clive Carver and is chaired by Tandeep. It is responsible for determining remuneration policy and all aspects of the Executive Directors’ remuneration and incentive packages including pension arrangements, bonus provisions, discretionary share options, relevant performance targets and the broader terms and conditions of their service contracts.
In fulfilling its duties the Committee initiates research as appropriate into market remuneration comparables, appointing third party advisors as required. In liaison with the Nomination Committee it has regard to succession planning and makes recommendations to the Board in relation to proposed remuneration packages for any proposed new Executive and Non-executive appointments.
Where appropriate the Committee consults the Chief Executive Officer regarding its proposals. No Director plays a part in any discussion regarding his or her own remuneration.
The Nomination Committee is responsible for keeping under regular review the size, structure and composition (including the skills, knowledge, experience and diversity) of the Board. This includes considering succession planning for the senior management of the Group, taking into account the skills and expertise expected to be needed in the future.
It is responsible for nominating new candidates for the Board, for which selection criteria are agreed in advance of any new appointment.
The Nomination Committee is chaired by Clive Carver with the other members being Robert Fry and Tandeep Minhas.
AIM Rule 26
Our adoption of the QCA Code with regard to compliance with AIM Rule 26 may be found here.
Clive qualified as a Chartered Accountant in London with Coopers & Lybrand.
He then spent 25 years working in the City of London for investments banks, financial advisers and brokers. During that time he was Head of Corporate Finance and Corporate Sales at Williams de Broe, Head of Corporate Finance at Seymour Pierce and finnCap, where he was one of the founders.
He was a Qualified Executive under the AIM Rules for 15 years and is a qualified Corporate Treasurer.
Since 2012 Clive has been chairman of six AIM companies across a range of sectors. He has also served as an institutional investor’s nominee on the boards of several private companies.
For the past 13 years Clive has been Chairman of AIM listed Caspian Sunrise, and since 2012 Executive Chairman. Caspian Sunrise explores for and produces oil in Kazakhstan.
He is non-executive chairman of Airnow PLC, a formerly AIM listed Group which focuses on the monetisation of mobile apps.
He is Chairman of Aukett Swanke, the UK’s only listed international architectural business.
Nick Clark was appointed Chief Executive of Aukett Swanke Group plc on 21 April 2023.
He previously joined the group board on 20 March 2023 following the acquisition of Torpedo Factory Group Ltd, where he served as Chief Executive. Nick founded that business in 1997 and grew it through a combination of acquisitions and organic growth.
Prior to founding TFG Nick studied physics at Imperial College graduating with a BSc Hons 2(i) followed by an MPhil in Microelectronic Engineering and Semiconductor Physics at the University of Cambridge.
Tony is a Chartered Accountant with extensive experience and knowledge on all matters of financial reporting and systems as well as technical accounting.
Previously Tony worked at Advanced Power UK Ltd, as Financial Controller, where he concentrated on management of European and Group Finance functions, including statutory audits, budgeting, year-end accounting and tax reporting. Earlier Tony worked at BDO LLP as an Audit Senior.
Freddie Jenner was appointed Chief Operating Officer of Aukett Swanke Group Plc on 26 June 2023.
He joined the group in March 2023 following the acquisition of Torpedo Factory Group Ltd, where he has served as Chief Financial Officer since 2012. Freddie had joined that business in 2007 and worked with Nick to develop the business through a combination of acquisitions and organic growth.
Prior to joining TFG Freddie worked briefly in practice, following completion of a Mathematics and Actuarial Studies degree from the University of Southampton.
Robert was appointed Deputy Chairman of the Aukett Swanke Group Plc Board in April 2023 following a short period as interim Chief Executive Officer and having originally joined the Board in March 2018 as Executive Director and Managing Director – International.
He graduated with a diploma and master’s degree in Architecture from Sheffield University becoming a qualified Architect during his 6 year career with Milton Keynes Development Corporation.
In 1987 Robert became a founding member of Swanke Hayden Connell’s London office joining its Board in 2002, becoming Managing Director of the UK and Europe group in 2005.
His 35 years of property and construction experience covers many sectors in the disciplines of master planning, architecture, interior design and workplace consulting. He now plays a key role in evaluating ASG’s businesses and senior management teams, mergers and acquisitions and corporate governance initiatives across all geographic locations, and continues to play a key role in the development of the Group’s operational strategy across its three geographies comprising the UK, Europe and the UAE.
Tandeep joined the board of Aukett Swanke Group plc on 24 April 2023 as a non-executive director.
Tandeep qualified as a solicitor in 1996 and since then has focused on advising corporate clients and financial institutions on a broad range of corporate and capital markets transactions. Since 2010 she has been a partner at international law firm Taylor Wessing LLP based in London. From 1999 to 2010 she was an associate and then partner at SJ Berwin LLP.
Tandeep is a member of all the Company’s board committees and chairs the Remuneration Committee.