Location
111 S. Maitland Avenue Suite 210
Maitland, FL 32751
SimiGon’s Board of Directors is committed to maintaining high standards of corporate governance and adheres to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (the “Code”).
Changes to AIM rules on 30 March 2018 require AIM companies to comply or explain against a recognised corporate governance code by 28 September 2018. The Code was revised in April 2018 and sets out ten broad principles of corporate governance, states what are considered to be appropriate corporate governance arrangements for growing companies and requires companies to provide an explanation about how they are meeting the principles through certain prescribed disclosures.
The Chairman leads the Board and is responsible for its overall effectiveness in directing the Company. He manages together with the Company’s CEO & CFO the Board agenda and ensures that all Directors receive accurate, timely and clear information and effectively contribute their various talents and experience in the development and implementation of the Company’s strategy. He ensures that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are challenged and determined by the Board. The Chairman is responsible for ensuring that the Board implements, maintains and communicates effective corporate governance processes and for promoting a culture of openness and debate designed to foster a positive governance culture throughout the Company.
The Board has considered how each principle is applied and provides below an explanation of the approach taken in relation to each and how they support the Company’s medium to long-term success.
The Board considers that it does not depart from any of the principles of the QCA Code.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
SimiGon's Virtual Learning platform ("SIMbox") allows organisations to train their people more efficiently and reduce risk to their companies. Our business model is to established direct customer relationships, receive a greater share of revenue & profit on each contract and to increase opportunities to win further contracts, extensions or maintenance agreements with existing customers. Our strategy is to:
The key challenges we face include:
We believe we have the right strategy and service in place to address our key challenges and to deliver strong growth in sales over the long term.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Group seeks to maintain and enhance good relations with its shareholders. The Company’s interim and annual reports are supplemented by capital market presentations and through public announcements to the market on technological, commercial and financial progress.
The Chief Executive Officer and the Chief Financial Officer are primarily responsible for maintaining dialogue with shareholders, supported by the Company’s broker. The CEO and CFO hold both one-to-one and group meetings with shareholders and the investing community following the announcement of the annual and interim results. The Chairman also attends a number of these group meetings. Following these meetings, the Company’s brokers provide independent and anonymised feedback to the Board on shareholders’ views.
During the last 18 months under review (the Period) the following activities were pursued to develop a good understanding of the needs and expectations of all constituents of SimiGon’s shareholder base:
|
Date |
Description |
Participants |
|
17-Apr |
Preliminary results roadshow |
Current and potential shareholders |
|
17-Jun |
Interim results roadshow |
Current and potential shareholders |
|
17-Sep |
AGM |
|
|
18-Apr |
Preliminary results roadshow |
Current and potential shareholders |
SimiGon is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. SimiGon communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and SimiGon encourages shareholders’ participation in face-to-face meetings. A range of corporate information is also available to shareholders, investors and the public on our website.
The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 35 days before the meeting. The chairs of the board and all committees, together with all other directors whenever possible, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll. For each resolution we announce the number of votes received for, against and withheld and subsequently publish them on our website.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
Staff
Our ability to fulfill client services and develop and enhance the software platforms on which they depend relies on having talented and motivated staff. Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation. Specific actions include:
Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation.
Clients
Our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation to quality of service, its speed of delivery and security. Understanding current and emerging requirements of clients enables us to develop new and enhanced services, together with software to support the fulfillment of those services.
Specific actions include:
Shareholders
As a public company we must provide transparent, easy-to-understand and balanced information to ensure support and confidence. Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.
Specific actions include:
Industry bodies
The services we provide must meet certain requirements. The views of certain industry groups, including the National Defense Industrial Association (NDIA) and National Training and Simulation Association (NTSA) are influential in the way the Company is perceived by certain clients.
Specific actions include:
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
The board consists of six directors of which two executive Directors, two Non- Executive Directors and two independent Non-Executive Directors, with a gender balance of 83% male and 17% female.
The directors are required to attend all committee meetings and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors.
The members of the board have a collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements.
The Chairman is responsible for the effective leadership, operation and governance of the Board and its Committees. He ensures that Directors contribute effectively in the development and implementation of the Company’s strategy whilst ensuring that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are determined and challenged. The Chief Executive Officer is responsible for the management of the Group’s business and for implementing the Group’s strategy
Each of the Non-Executive Directors is 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.
The board is supported by two committees: audit and remuneration. The board does not consider that it is of a size at present to require a separate nominations committee, and all members of the board are involved in the appointment of new directors.
Non-executive directors are required to attend all board and board committee meetings and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors.
Meetings held during the Period and the attendance of directors is summarized below:
|
Board Meetings |
Audit Committee |
Remuneration Committee |
||||
|
Scheduled |
Attended |
Scheduled |
Attended |
Scheduled |
Attended |
|
|
Executive directors |
||||||
|
Amos Vizer |
6 |
6 |
– |
– |
– |
– |
|
Efraim Manea |
6 |
6 |
– |
– |
– |
– |
|
Non-executive directors |
|
Alistair Rae |
6 |
6 |
- |
- |
3 |
3 |
|
Eitan Cohen *) |
4 |
3 |
3 |
2 |
- |
- |
|
Omer C. Eyal **) |
2 |
1 |
2 |
1 |
- |
- |
|
Ran Pappo |
6 |
6 |
6 |
6 |
2 |
2 |
|
Deborah M. Bitman |
6 |
6 |
6 |
6 |
2 |
2 |
*) Till December 13, 2017
**) Commencing April 17, 2018
The board has a schedule of regular business, financial and operational matters, and each board committee has compiled a schedule of work to ensure that all areas for which the board has responsibility are addressed and reviewed during the course of the year. The chairman is responsible for ensuring that, to inform decision-making, directors receive accurate, sufficient and timely information. The company secretary compiles the board and committee papers which are circulated to directors prior to meetings. The company secretary provides minutes of each meeting and every director is aware of the right to have any concerns minutes and to seek independent advice at the Company’s expense where appropriate.
All six members of the board bring relevant business and knowledge experience and two members are chartered accountants. One director is female and five are male. The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. The directors will continue to monitor both the boards mix of skill, experience and gender balance on the board to assure that it is well positioned to help develop and grow the business going forward.
Alistair Rae, Non-Executive Chairman
Term of office: Mr. Alistair Rae, appointed as a director and Chairman of the Board on 27 October 2006. ; Chair of the Remuneration Committee.
Background and suitability for the role: Alistair Rae is currently chief executive of LTG Technologies Plc, an AIM traded company, having been a non-executive director from 2002 to 2005. He was the group finance director of Jarvis Plc from 2004 to 2005, guiding the company through a period of reconstruction. Prior to this he was a director in the corporate finance department of HSBC Investment Bank from 1996 to 2002, and before that he worked in corporate finance at Cazenove for ten years in the UK and the Far East. Alistair qualified as a chartered accountant with KPMG.
Amos Vizer, President & CEO
Term of office: Mr. Amos Vizer is a co-founder from SimiGon’s inception and has been the CEO an executive director of the Company since 4 November 1998.
Background and suitability for the role: Prior to founding SimiGon, Amos founded LogiCali, a software development house specializing in data storage applications. He previously served as marketing and business development manager of ISYS Operational Management Systems, an international IT company. Amos also previously worked for the missiles division of RAFAEL Armament Development Authority Ltd. Additionally, he served ten years in the Israeli Air Force (IAF) as an F-4 Phantom Fighter navigator, a flight school course commander, and a Popeye missile weapons officer. With extensive training in advanced software development, Amos holds a BA in business administration.
Efraim Manea, CFO and Company Secretary
Term of office: Mr. Efraim Manea was appointed as an executive director on July 30, 2010.
Background and suitability for the role: Mr. Manea joined the Company as its finance controller in June 2008, managing its financial aspects including financial reporting, corporation accounting and tax preparation, budget and forecasting and risk management. Mr. Manea also fulfils the role of Company Secretary. He has more than seven years of accounting and management experience and before joining SimiGon served for approximately four years as an Audit Team Manager at Ernst & Young's High-Technology sector. Mr Manea is a Certified Public Accountant and holds a BA in Accounting and Business Administration from the College for Management in Israel.
Mr. Ran Pappo, Independent Non-Executive Director
Term of office: Mr. Ran Pappo Joined as Independent Non-Executive Director on December 30, 2015; Chair of the Audit Committee and member of the Remuneration Committee.
Background and suitability for the role: Ran Pappo has 25 years of business experience while delivering results worldwide. Mr. Pappo is the Chief Executive Officer of Diva Hirschthal Ltd. a large organization engaged in designing, manufacturing and world wild selling of high quality swimwear. Mr. Pappo also serves as a director in JS Group Srl, supervising its financial activities while reviewing its manuals and goals. Mr Pappo is a strategic consultant focusing on organizational workflows, financial forecasting, budgeting, auditing, human resources optimization, production planning and marketing. Mr. Pappo has an extensive financial knowledge including budgeting, managing and auditing financial statements for national Organizations. Mr. Pappo holds a BS in Business Administration, Finance and International Marketing, from the College for Management in Israel.
Deborah M. Bitman, Independent Non-Executive Director
Term of office: Mrs. Deborah M Bitman, appointed as an independent director on December 30, 2015. Member of the Audit Committee and the Remuneration Committee.
Background and suitability for the role: Mrs. Bitman has extensive experience on school improvement committees and other school activities and programs. Mrs. Bitman works with various educators to address curriculum standards and needs. Working as a director at the Jewish Academy of Orlando, she has great experience in school policy guidance, budget review, future plans, and creating and managing educational curriculum. Mrs. Bitman holds a Bachelor in English from the University of Michigan in Ann Arbor and a Masters in Elementary Education from Indiana University in Bloomington.
Omer C. Eyal, Non-Executive Director (Commencing April 17, 2018)
Term of office: Omer C. Eyal, Joined as Non-Executive director on April 17, 2018. Member of the Audit Committee.
Background and suitability for the role: Mr. Eyal brings nearly 20 years of business advisory and entrepreneurial experience to the board. Mr. Eyal began his career as a corporate lawyer at global law firm Steptoe & Johnston LLP. He then went on to join UMA Solar LLC, a leading thermal and solar power distributor, as the company’s COO and Legal Affairs Manager for 9 years. Following his exit from UMA Solar, Mr Eyal went on to become founder and CEO of TEVA Energy LLC, managing a team of experts in the development and distribution of renewable-energy solar solutions across North America and the Caribbean. Mr. Eyal spearheaded the merger of Superior Solar Systems LLC and TEVA Energy LLC to form TEVA Alternative Energy LLC of which he was appointed CEO and managing member. Mr. Eyal is a qualified D.C. lawyer holding a Judicial Doctorate from Georgetown University.
Eitan Cohen, Non-Executive Director (Till December 13, 2017)
Term of office: Mr. Eitan Cohen was appointed a non-executive director on June 3, 2008, until April 17, 2018). Member of the Audit Committee. Eitan was replaced by Mr. Omer C. Eyal.
Background and suitability for the role: Eitan Cohen is a Co-Founder and Chief Executive Officer of ASIC Depot OOD an EDA and Semiconductor design centre. Eitan previously held positions as CEO and Country manager for Semiconductor and EDA companies, in which he led to the award of multi-million dollardeals with tier-one companies and managed business development activities with potential partners worldwide.
A board evaluation process led by the chairman was initiated alongside the Company’s adoption of the QCA code and will form an important part of the ongoing review process. All current directors completed questionnaires about the effectiveness of the board and a self-assessment if their own contributions which were assessed and reviewed by the chairman. These questionnaires form the basis for a one-on-one discussion with directors about their current and future performance, which in turn was collectively summarized with the board as a whole.
The review considers effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution.
We will be considering the use of external facilitators in future board evaluations.
As the business expands, the executive directors will be challenged to identify potential internal candidates who could potentially occupy board positions, and set out development plans for these individuals.
As is common with many small companies, the Company does not have internal candidates to succeed existing Directors. This will be kept under review, especially when recruiting for senior roles as vacancies arise. However, the Board did not believe it is appropriate to recruit additional Directors or senior personnel solely for the purpose of succession planning.
Principle 8: Promote a corporate culture that is based on ethical values and behaviors
SimiGon’s products are used by blue cheap clients around the world. The Company’s good reputation is key to continuing to grow its business in existing markets and penetrate new markets.
Our long-term growth is underpinned by the following core values:
The culture of the Company is characterized by these values which are communicated regularly to staff through internal communications and forums. A staff recognition programme operates on an ongoing basis by employees are recognized for contributions that is in keeping with the core values and their efforts goes above and beyond the norm.
The board believes that a culture that is based on the core values is a competitive advantage and consistent with fulfillment of the Company’s mission and execution of its strategy.
The Board comprises two executive Directors, two Non- Executive Directors and two independent Non-Executive Directors nominated by the majority shareholders of the Company. The Board generally meets a minimum five times a year and receives a Board pack comprising a report from senior management together with any other material deemed necessary for the Board to discharge its duties. It is the Board’s responsibility for formulating, reviewing and approving SimiGon’s strategy, budgets, major items of expenditure and acquisitions.
The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the Board, the audit committee reviews the effectiveness of these systems. This is achieved primarily by considering risks potentially affecting the Company and from discussions with the external auditors. Each year, the Company is subject to internal audit, the results of which are presented to the audit committee.
A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. SimiGon’s results, as compared against budget, are reported to the Board on a quarterly basis and discussed in detail at each meeting of the Board. The Company maintains appropriate insurance cover in respect of any legal actions against the Directors as well as against material loss or claims against the Company and reviews the adequacy of the cover regularly. To comply with AIM rules, the Company has adopted a code for dealings in its shares by directors and employees.
The audit committee meets at least twice a year. The role of the audit committee is to review the management and systems of internal control of the company, including in consultation with the internal auditor and the company’s independent auditor and to recommend any remedial action. In addition, the approval of the audit committee is required to effect certain related-party transactions. In addition, the approval of the audit committee is required to effect certain related-party transactions.
The remuneration committee has a primary responsibility to review the performance of the Company’s executive directors and the senior employees and to recommend their remuneration and other terms of employment.
The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Company. He leads and chairs the board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual directors, the board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Company and its shareholders.
The CEO provides coherent leadership and management of the Company, leads the development of objectives, strategies and performance standards as agreed by the board, monitors, reviews and manages key risks and strategies with the board, ensures that the assets of the Company are maintained and safeguarded, leads on investor relations activities to ensure communications and the Company’s standing with shareholders and financial institutions is maintained, and ensures that the board is aware of the views and opinions of employees on relevant matters.
The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinize the performance of management, provide constructive challenge to the executive directors and ensure that the Company is operating within the governance and risk framework approved by the board.
The Company Secretary is responsible for providing clear and timely information flow to the board and its committees and supports the board on matters of corporate governance and risk.
The matters reserved for the board are:
The board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the group evolves.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
In addition to the investor relations activities described above, the following, Group’s Annual General Meeting, Audit and Remuneration committee reports are provided.
Shareholder votes and meetings
All shareholders are invited to make use of the Group’s Annual General Meeting (AGM) to raise any questions regarding the management or performance of the Company.
Further information with regards to the resolutions and general corporate provisions regarding the AGM are disclosed on the AGM Notice.Further information with regards to the resolutions and general corporate provisions regarding the AGM are disclosed on the AGM Notice. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Download the PDF: ‘SimiGon 2017 AGM Notice’
Audit Committee Report
The Audit Committee consists of Ran Pappo, Deborah M. Bitman and Omer C. Eyal. During the period, the Audit Committee has continued to focus on the effectiveness of the controls throughout the Company.
The committee met (the Chairman of the Board, CEO and CFO were invited to attend these meetings) and consideration was given to the internal auditor’s report over the accounting system.
Download the PDF: ‘Audit Committee – Terms of Reference’
Remuneration Committee Report
The remit of the Remuneration Committee review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee consists of Ran Pappo, Deborah M. Bitman and Alistair Rae. The committee met twice to approve the conversion of 2016 annual cash bonus into ordinary shares of the Company and to approve Mr. Omer C. Eyal compensation as a non-executive director of SimiGon.
Download the PDF: ‘Remuneration Committee – Terms of Reference’