Bruce Weatherill, Non-Executive Chairman
Bruce Weatherill joined Ten in October 2017. Bruce has over 40 years’ experience in the global financial services industry, providing a range of audit and consulting services to global financial service companies. Until 2008, Bruce was a partner at PwC in charge of a number of Asset Management and Wealth Management clients. During his time at PwC, Bruce was global leader of PwC’s Private Banking and Wealth Management practice. Since leaving PwC, Bruce set up Weatherill Consulting and provides consulting services to Wealth Management Companies around the world. Bruce is a non-executive director of Fidelity Holdings (UK) Limited and ComPeer Limited, and Chairman of JDX Consulting, ClearView Financial Media (WealthBriefing) and the Wisdom Council. He has previously served as Deputy Chairman of the Chartered Institute of Securities and Investments Wealth Management Focus Group and regularly chairs Wealth Management conferences around the world.
Alex Cheatle, CEO (Group) and Co-Founder
Alex Cheatle co-founded the business in 1998. Alex is responsible for the Group strategy to become the most trusted service business in the world and the related focus to always be improving service levels. Prior to founding Ten, Alex was a marketing manager at Procter & Gamble. Alex has a degree in Philosophy, Politics and Economics from Oxford University. Alex is based in London.
Andrew Long, Group COO, CEO APAC and Co-Founder
Andrew Long co-founded the business in 1998. Andrew is responsible for key client and account strategy, legal and compliance, programme management, global offers and events, global real estate and the development of the operational and technology infrastructure. Prior to founding Ten, he ran a UK market-leading event production and management business. Andrew has been based in Singapore with particular leadership responsibilities in APAC since 2012.
Alan Donald, CFO
Alan Donald joined Ten in June 2019 from Thomas Cook where he was UK Finance Director. Alan has more than 30 years’ experience working in insurance, healthcare, aviation, business travel and leisure sectors. Previous to Thomas Cook, Alan was Finance Director of the Travel Division of Saga Group plc, EMEA CFO at Carlson Wagonlit Travel and CFO at Menzies Aviation part of the John Menzies Group. Alan also held senior finance positions at Willis Corroon, BUPA and Cigna Healthcare. Alan qualified as a Chartered Accountant with Deloitte Haskins + Sells.
Sarah Hornbuckle, Client Services Director
Sarah Hornbuckle joined Ten in 2001. Sarah is responsible for the delivery of client services and member satisfaction, working on launches and the ongoing management of many corporate schemes. Prior to joining Ten, Sarah was a brand manager at Mars and Unilever Bestfoods.
Julian Pancholi, Non-Executive Director
Julian (“Jules”) Pancholi joined Ten in October 2017. Jules is an experienced technology and marketing services entrepreneur, which includes serving as a non-executive director of Skyscanner Limited, the travel fare comparison website until the sale to C TRIP for over £1.4 billion in 2016. Jules is Managing Director of Nitro Digital Limited, an independent digital agency. His other ventures include Nixxie Limited (a US-focused advertising tech business), Estimo Technologies Limited (a B2B SaaS workflow solution), Nitro Property Limited (a syndicate-based property portfolio business) and a number of other ventures in Fintech and Healthtech.
Gillian Davies, Non-Executive Director
Gillian Davies is a chartered accountant who qualified with KPMG in Manchester. Gillian has held a number of senior financial positions in both listed and private equity backed international companies, including Zeneca plc, Avecia Limited and Georgia Pacific. More recently, Gillian spent 11 years as Group Finance Director of FTSE listed 4imprint Group plc, during which time 4imprint Group plc was extensively restructured and delivered significant growth. Gillian is currently Interim CFO of AIM listed, Harwood Wealth Management Group.
The Company’s compliance with the QCA Code was last reviewed before publication of the Annual Report for the period ended 31 August 2018 in November 2018. Details of how the Company complies or explains against the QCA Code, are therefore included in this Report on pages 24 to 27, which is available here.
The Company is quoted on AIM, the London Stock Exchange’s market for smaller growing companies, and as such is not required to comply with the UK Corporate Governance Code (‘the Code’). Whilst the Company does not adhere to the Code, The Board is committed to maintaining high standards of corporate governance and draws on best practice from the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies which it considers to be appropriate and practicable for a company of this size.
The roles and responsibilities between the Board, Chair, Executive, Non-Executive Officers and management are clearly documented and understood. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets, values and corporate actions. The Company holds Board meetings at least eight times each financial year and at other times as and when required.
the board of directors
The Board is responsible for setting the vision and strategy for the Company to deliver value to its shareholders by putting in place an effective business model. The Board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership by the Chair.
The Board currently consists of four executive and three non-executive directors. Please click here for biographies of the directors. There is a clear division of responsibilities between the Chairman, Bruce Weatherill and Chief Executive Officer, Alex Cheatle and their roles have been set out in writing and agreed by the Board.
The Chair is responsible for leading the Board effectively and overseeing the adoption, delivery and communication of the company’s corporate governance model. The Chair makes sure that the Board’s agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company’s strategy and its overall implementation. Bruce Weatherill was appointed Chair in October 2017, bringing over 40 years’ experience in the global financial services industry with relevant leadership, financial control and commercial expertise as well as proven history at Board level. He is a member of the Audit & Risk Committee and chairs the Nomination Committee.
The Chief Executive Officer is responsible for the management of the Company’s business and for implementing the Company’s strategy. Alex Cheatle co-founded the business in 1998. He is also a member of the Nomination Committee.
Gillian Davies and Julian Pancholi were appointed as non-executive directors in October 2017. She brings financial expertise as a Chartered Accountant and has substantial experience as a Group Finance Director of FTSE listed company. Gillian is currently Interim CFO of AIM listed, Harwood Wealth Management Group. She is chair of the Audit & Risk Committee and a member of the Remuneration Committee. Mr. Pancholi has relevant industrial experience in technology and marketing services and is a proven non-executive director. He is chair of the Remuneration Committee and a member of the Nomination Committee.
The Non-Executive Directors are considered independent of management and free of any relationship that could materially interfere with the exercise of their independent judgement. The Chairman was considered independent upon his appointment.
Alan Donald was appointed as Chief Financial Officer in June 2019. Mr. Donald brings financial expertise with over 30 years' experience in Finance roles and over a decade's experience in the travel industry.
Andrew Long was appointed as Group COO and APAC Asia in 2012. Mr. Long co-founded the business in 1998 and is responsible for operational and technology infrastructure as well as having leadership responsibilities in APAC.
Sarah Hornbuckle was appointed as Client Services Director in 2013. Ms. Hornbuckle joined the Company in 2001, bringing brand management experience from Mars and Unilever Bestfoods and is now responsible for managing corporate client services.
Matters are reserved for the Board include:
Responsibility for the overall leadership of the Company and setting the Company's values and standards.
Review of performance of the business in the light of the Company’s objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
Any decision to cease to operate all or any material part of the Group's business.
Changes relating to the Company’s capital structure.
Changes to the Group's management and control structure.
Approval of the half-yearly and annual report, interim management statements, trading updates, announcements of final results, including the corporate governance statement and directors' remuneration report.
Approval of the dividend policy.
Approval of any significant changes in accounting policies or practices.
Raising new capital and confirmation of major financing facilities.
Ensuring maintenance of a sound system of internal control and risk management.
Approval of major capital projects, operating expenditure and oversight over execution and delivery.
Major investments including the acquisition or disposal of interests of more than three per cent in the voting shares of any company or the making of any takeover offer.
Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
Changes to the structure, size and composition of the Board and Committees (following recommendations from the Nomination Committee).
On the recommendation of the Remuneration Committee, determining the remuneration policy for the directors, Company secretary and other senior executives.
Undertaking a formal and rigorous annual review of its own performance, that of its committees and individual directors, and the division of responsibilities.
Audit & risk Committee
The Audit Risk Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. Under its terms of reference, it is required to meet twice a year, at which the executive Directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It also has responsibility for public reporting and internal controls and arrangements whereby employees may raise matters of concern in confidence.
The Audit Committee is chaired by Gillian Davies and its other member is Bruce Weatherill who are deemed to have recent and relevant financial expertise.
The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet twice a year and is responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Company.
The Remuneration Committee is chaired by Julian Pancholi and its other member is Gillian Davies.
The Nomination Committee will nominate for the approval of the Board candidates to fill Board vacancies as and when they arise. Under its terms of reference, it is required to meet as necessary.
The Nomination Committee is chaired by Bruce Weatherill and its other members are Alex Cheatle and Julian Pancholi.
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing code which sets out the requirements and procedures for the Board and applicable employees’ dealings in any of its AIM securities in accordance with the provisions of MAR and of the AIM Rules for Companies.
ethics, anti-Bribery and Anti-Corruption
The Group has an anti-corruption and bribery policy which applies to all employees. It sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.
The Board monitors how the Company’s ethical values and behaviors are recognized and respected through regular feedback from Management and annual employee surveys.
The Board is committed to understanding and meeting the needs and expectations of the Company’s existing and potential shareholders.
Please click here for up-to-date information about the Company’s share price.
Please click here for the Company’s latest corporate and public announcements to the market.
Please click here for copies of the Company’s corporate documents, including interim and annual reports.
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Wherever possible, the Company shall supplement interim and annual reports with presentations and videos from the CEO and will announce technological, commercial and financial developments to ensure that the market is fully informed of the business’ progress.
As well as having access to detailed information on the website, investors are invited to send any enquiries to the Company Secretary by emailing firstname.lastname@example.org.
The CEO and the CFO meet regularly with shareholders and potential investors and report their feedback to the Board. In addition, the Company’s joint-brokers provide independent feedback to the Board on market views and produce regular research notes on the Company. This has enabled the Board to understand the concerns of shareholders and the wider investment community.
Shareholders are invited to make use of AGMs to raise any questions regarding the Company’s management or performance. The Company shall disclose the outcomes of votes in a transparent way and will take steps to understand the reasons behind any vote where a significant proportion of votes have been cast against a resolution. Annual Reports and General Meeting Notices shall be kept on the website for at least 5 years.
The Notice of Annual General Meeting 2019 is available here. All 14 resolutions were carried on a show of hands at the AGM on 5 February 2019.
Board Performance Evaluation
Prior to the Company’s admission to AIM in November 2017, the Board was assembled by identifying the necessary skills and experience in the context of the strategy and business model set out in the Admissions Document. With this in mind, the Board was appointed to include executive directors with the proven abilities to develop and deliver the strategy and business model, non-executives with the expertise to support and challenge the executives and an experienced Chair to give stability and structure to the Board. Please click here to find out more about the Board.
The Chair will lead robust annual performance assessment of the Board and its Committees against the following performance evaluation indicators:
Clear purpose and strong leadership by the Chair.
Balance of skills, experience and independence.
Directors that work as a team.
Understanding of the business and its strategy.
Information and engagement with shareholders and other stakeholders.
Board performance evaluation.
This includes each Director completing a performance evaluation questionnaire, the anonymised results and feedback from which will be collated into a summary and discussed by the Board. The Board shall explain how the Company approaches succession planning and the process following the first performance evaluation. The Chair will consider whether external advice or a third-part facilitator is needed to refresh the performance evaluation process every three years.