Croma Security Solutions Group Plc - CSSG Investors

SUMMARY

Primary Country Listing: UK

Status: Aim Listed

Index: FTSE AIM All Share

Shares in Issue: 16,912,169

Restrictions on transfer of AIM Securities: None

Sector: Consulting & Outsourcing

TIDM: CSSG.L

Registered Company Number: 3184978

Country of Incorporation: England & Wales

Main Country of operation: UK


 
 

REGULATORY NEWS


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NOMAD and Broker:  

WH Ireland Limited, 24 Martins Lane,  London, EC4R 0DR - Adrian Hadden -            Tel: +44 (0)207 220 1666

“The company has not agreed to or applied to have any of its securities (including its AIM securities)  admitted or traded  on any other exchanges or trading platforms.”


Share Price


Directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.

In preparing these financial statements, the directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether they have been prepared in accordance with IFRSs as adopted by the European Union, and for the company financial statements state whether applicable UK Generally accepted accounting practice have been followed subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


Directors Biographies


Sebastian Morley, Executive Chairman, Aged 47

Mr. Morley was originally appointed to the Board in February 2006 as an executive director. In July 2007 he assumed the role of Group CEO. He was educated at Eton and attended the Royal Military Academy at Sandhurst. He was subsequently commissioned in The Black Watch with the rank of Captain, and undertook a period with the United Kingdom Special Forces where he held the rank of Major. Sebastian has been involved in the security industry for 15 years.


Roberto Fiorentino, Chief Executive Officer, Aged 52

Mr. Fiorentino is currently Chief Executive Officer of the Group. Mr. Fiorentino has been involved in the security industry for 34 years and has been responsible for a number of ground breaking technological advances within the mechanical and electronic security sector, including the installation of High Security Master Key Locking systems, Vehicle Alarm Systems, Access Control, CCTV with transmission systems, CCTV over IP, Video Analytics, and most recently, the arrival of FastVein™.


Richard Juett, Finance Director, Aged 52

Richard returned to the Group and the role of Finance Director in 2016.  Richard is a Chartered Accountant who trained with a firm which is now part of PwC.  During his career he has worked in several senior finance positions including B&Q, Kia Motors, BDO and Ernst & Young.


Mark Whettingsteel, Executive Director, Aged 46

Mark Whettingsteel is the Managing Director of Croma Locksmith & Security Solutions.  He is a career locksmith and member of the Master Locksmiths Association.  He trained as a young man with County Locksmiths (the predecessor of CSS Locksmiths Limited) before going on to start his own locksmithing business.  He has grown this business to become the largest independent locksmith on the South Coast.


Charles McMicking, Non-Executive Director, Aged 49

Mr. McMicking is currently Chairman of RailSimulator.com and director of Coburg Capital and F4G Software. Mr. McMicking has specialised in financing and developing dynamic fast-growth companies for the last 16 years, and was previously Head of Private Equity at Noble Group. Mr. McMicking joined the Board at the time of the acquisition of the CSS Group in March 2012.


Lord James Percy, Non-Executive Director, Aged 49

Lord James Percy is a published author with previous experience in the shipping industry and the manufacture and sale of super yachts. Lord James Percy now works with J Barbour and Sons and sits on the board of Vigilant Security (Scotland) Ltd.

Lord James Percy is Colonel of the 5th Battalion Royal Regiment of Fusiliers and a member of the Moorland Association, as well as former Chairman of the Countryside Foundation for Education. Lord James Percy sits on the Remuneration Committee and Audit Committee.


Nicholas Hewson, Non-Executive Director, Aged 57

Mr. Hewson is a graduate of Cambridge University and has spent over twenty-five years as a director of various public companies, having qualified as a Chartered Accountant in 1984. He was Finance Director of property developer and investor, Citygrove PLC, on its flotation on the then Unlisted Securities Market in 1986, and its full listing on the London Stock Exchange in 1988 before resigning in 1989 to co-found the specialist retail warehouse property developer, Grantchester Holdings PLC, in 1990. Grantchester was listed on the London Stock Exchange in 1996 and was a very active public listed company, raising equity capital and issuing a novel debenture in 1997, buying two other listed businesses in 1998, and engaging in substantial capital repayment programmes before the company was acquired by Hammerson PLC in 2002 following a hostile takeover.

Since 2002 nick has invested in a number of clean tech ventures, pioneering electric cars in London, as well as continuing to develop property transactions mainly in the London office and residential markets. He is a non-executive director of national house builder Redrow PLC and chair of the audit committee. 


Shareholdings & Director's interests

The total number of shares in issue is 16,893,169, of which none are Treasury Shares.
There are no restrictions on the transfer of shares.
The percentage of share capital not in public hands is 40.4%.
The directors' beneficial interest in shares are laid out below:

Roberto Michele Fiorentino: 3,750,000

Sebastian Morley: 535,000

Mark Whettingsteel: 2,027,027

Lord James William Eustace Percy: 279,500

Andrew Nicholas Hewson: 189, 855

Charlie Neil McMicking: 46,000


STATEMENT OF CORPORATE GOVERNANCE

Croma Security Solutions Group plc (“CSSG”) has considered the best practice guidance in the QCA Code on Corporate Governance, and whilst it feels that some measures are not appropriate for the Group, it has adopted the majority of recommendations as detailed below.

The company is subject to the UK City Code on Takeovers and Mergers.

Information Summary 

CSSG is governed by the Board of Directors, comprising The Chairman, The Chief Executive, Finance Director, and three non-executive directors.

The Board meets monthly in person or by telephone to review monthly management accounts, sales and operations developments and personnel and HR matters.  In addition, the Board will review strategy and the business plan on a half yearly basis.

Strategy

CSSG is a full service comprehensive security provider, offering manned guarding, access and intruder controls and alarms, physical locks and devices and biometric identity systems in the UK and abroad.

Our strategy is to pursue organic growth to gain market share based upon a differentiated service which emphasises reliability, quality and efficiency and seeks to give customers ongoing peace of mind.

Progress in all four operating divisions of the Group is measured both financially, with performance against budget of Turnover, Gross Margin, debtor days and cash generation, and non-financially, through review of customer satisfaction, staff retention, website activity, and  sales pipeline and enquiry levels.

The Board continues to keep under review the composition of the management team to ensure sufficient resource is in place to deliver the increasing activity. 

The Board is looking closely at expansion into overseas markets.

Risk Management

 

Roles

The Group adheres to the requirements of the Code to keep the roles of Chairman and Chief Executive separate,

Chairman – Sebastian Morley.   Mr Morley is responsible for the overall direction of the Group, for ensuring the Board operates efficiently, and is responsible for shareholder relations and for Corporate Governance.

In addition, Mr Morley oversees the daily operations of Vigilant Sevcurity Limited, the Group’s manned guarding arm.

Chief Executive – Roberto Fiorentino.    Mr Fiorentino is responsible for overseeing the implementation of the Group’s strategy, and for delivering the coordinated service approach which is the Group’s USP.

In addition, Mr Fiorentino oversees daily operations of Croma Security and Croma Locksmiths, and is leading the development and launch of the Group’s biometric identity product FastVein™.

Finance Director-  Richard Juett.  Mr Juett is responsible for overall financial strategy and for ensuring timely and efficient production of management and statutory information.

In addition, Mr Juett is company secretary and implements all matters of corporate governance as directed by the Chairman.

Non-Executive Directors

Mr Nicholas Hewson – Chairman Audit Committee, member of the remuneration committee

Mr Charles McMicking-  Chairman Remuneration Committee, member of the audit committee

Lord James Percy-  Member of the audit committee

Matters Reserved for the Board

The Board reserves formulation, dissemination and implementation of strategy.  It also handles stakeholder relations, dividend policy, and oversight of cash management.

Other operational matters are devolved to directors and managers, with the exception of investment – level decisions involving material balances which require Board consideration.

Non-Executive Appointment Terms  

Non-executive directors are appointed for a term of three years, and may be re-appointed for a total of three terms.