This information is disclosed for the purposes of Rule 26
Tintra is a diversified company delivering best in class products focused e-commerce and lottery administration. It will continue to deliver or acquire new products and businesses, with a particular focus on payment processing, underpinned by a solid asset base.
Online purchases are the lifeblood of almost every consumer facing company in the developed world. Tintra PLC has a range of products that suit all merchant’s needs, working within both regulated frameworks and in regions where regulation is scant.
For merchants, we have developed smart switch technology that may improve successful transactions while reducing ongoing costs, we can de-risk certain transactions and reduce time to settlement, improving all important cash flow.
For consumers, we are able to protect sensitive information from merchants or individuals you may wish to send money to. We have tailored solutions for the unbanked or those who have been left out of traditional retail bank environments.
Tintra PLC has a range of peer to peer and consumer products covering a broad spectrum of local and international needs.
Our lottery services company has been in operation since 2002. Licensed by the Gambling Commission as an External Lottery Manager licences. We work with non-profit organisations large and small. From local football teams to the largest trade union.
Through the lotteries administered, over £5.6 million has been raised for good causes and paid prizes to over 1 million winners.
Names and Biographies of Directors
Roger Matthews – Non-Executive Chairman
After initially training and qualifying as an accountant, Roger joined Bank of Bermuda in the early 1970s, helping to establish their mutual funds and corporate trust business, first in Bermuda and subsequently in Hong Kong and Guernsey. In 1987 he joined Royal Bank of Canada as Managing Director of their offshore fund management division and in 1990 was responsible, as a Managing Partner of the corporate trust division, for the Royal Trust Bank range of funds in Jersey. In 1994 he was a director of the trust company operation of one of Jersey’s leading law firms, before establishing his own trust company, Obelisk International Trust in 1996. Obelisk International Trust was sold in 2007 to what is now the Imara Group, a large Africa-based financial group, with whom Roger remains involved, including as a Non-Executive Director of their FCA-authorised UK subsidiary, Imara Asset Management (UK) Ltd and Chairman of the group’s several mutual funds; this includes the Imara African Opportunities Fund, listed on Euronext Dublin. Roger founded Oyster Trust, a Geneva-based Trust Company in 2011, and remains as its Chairman and Managing Director. Roger specialises in advising high net worth individuals on estate planning and wealth preservation.
Richard Shearer – Chief Executive Officer
Richard is the founder of Tintra Holdings Ltd (“TH”), an organisation whose primary activities are as a hybrid Family Office and investment management firm based in Dubai which focuses on providing solutions to emerging market clients.
Over the last 15 years, Richard has built TH by solving the problems of ultra-high net worth (“UHNW”) high-profile families from the emerging world, in particular solving issues that others have been unable to. He has developed deep connections across Africa, the Middle East and Asia through his concerted efforts over this time.
His key role has been in structuring solutions for its clients’ complex cross-border issues, as well as sourcing and creating deal flow in Europe, the US and Australia. This has resulted in TH arranging investments across hospitality, real estate, film and television and fintech, amongst many others, for TH’s clients.
Graeme D Paton – Executive Director
Graeme joined the group as part of the acquisition in 2016 of Emex, and since then he has held the position of Chief Technology Officer within the Payments Division of the Group. Having founded and built an international road transport and distribution business between 1986 and 2003, Graeme has focussed on the technology sector for the last 15 years. Since 2016, Graeme has overseen the integration of the different technologies utilised within the Group.
Daniel Pym – Finance Director
Dan joined the Group in November 2017 and following the departure of the previous FD, took responsibility for the finance requirements of the Group in his role as Head of Finance in November 2019. A Chartered Management Accountant, Dan has worked in finance departments in a senior capacity for over 15 years, starting his career with Arrow Global (formerly Capquest), a leader in the secondary consumer debt purchase sector, this was followed by experience in other market sectors that included a Head of Finance position at the retail company Furniture Village.
Kathy Cox – Senior Independent Non-Executive Director
Kathy has a 40-year career within the UK financial sector, where she rose to senior management positions. During a 15-year stay, Kathy rose to General Manager (Europe) at the Financial Times Information division, before becoming Marketing Director at the London operation of what is now Fitch Ratings. 1998 she commenced working within the secondary personal debt sector, initially with Cabot Financial. In 2004 she began a 10-year role as Group Commercial Director at Capquest Group. In 2014 Capquest was acquired by FTSE-250 listed Arrow Global, where she took the role of Director of UK Originations and was a member of the UK Senior Leadership Team. Since leaving Arrow Global in 2017, Kathy has undertaken a number of consultancy assignments. She is currently Chair of the Kent Savers Credit Union.
Arno Rudolf – Non-Executive Director
Mr Rudolf is a Fellow of the Association of Chartered Certified Accountants. He has over 50 years of commercial experience across a variety of industries and currently owns and operates a successful debt recovery business focused on the bloodstock and horse racing industry.
John Cripps – Non-Executive Director
John Patrick Cripps is a civil, commercial, and family mediator. He has dealt with insurance related disputes and has been involved with family and relationship issues. He also has a business development consultancy and has been on the Board of the Kensington and Chelsea Chamber of Commerce Ltd for over 10 years, where he is currently Deputy President having been Chairperson previously. His earlier career was spent at a number of firms involved in the Lloyd’s Insurance Market, where he held a variety of roles, and later in facilities management for a large City-based fund manager.
Statement of Compliance with the QCA Corporate Governance Code
The Board seeks to follow best practice in corporate governance to the extent appropriate to the Company’s size, nature and stage of development and in accordance with the regulatory framework that applies to AIM companies. Starting 28 September 2018 all AIM companies are required to comply with a recognised corporate governance code. Tintra PLC has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code which was published in April 2018 for this purpose.
The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long term shareholder value. Details of how Tintra PLC addresses key governance principles as defined in the QCA code are set out below.
The Board and its Committees
The Company is led by a Board comprising Non-Executive and Executive Directors. The appointment of Directors is considered by the Nomination and Remuneration Committee and then the Board.
The Board convenes a minimum of eleven times a year, approximately monthly, and more frequently where business needs require. The Board does not have a schedule of matters specifically reserved to it for decision-making, but its responsibilities include matters such as:
- Contracts and trading
- Material capital commitments
- Financial issues
- Approving management and statutory accounts
- Risk identification and assessment
This enables the Directors to review corporate strategy and the operations and results of the business and to discharge their duties within a framework of prudent and effective controls relating to the assessment and management of risk.
The Board of Directors includes Directors who are considered by the Directors to be independent for the purposes of the QCA corporate governance code.
The Group has an Audit Committee, Remuneration Committee, Compliance Committee, Nominations and an Operations Committee as below. Each committee has terms of reference. All committees include a chairman and at least one additional director.
The Audit Committee
Chaired by Arno Rudolf with Roger Matthews as member, receives and reviews reports from management and the Group’s auditors relating to the annual and interim accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group’s auditors.
Terms of Reference
The Remuneration Committee
Chaired by Arno Rudolf with Roger Matthews as member, reviews the scale and structure of the Executive Directors’ remuneration and the terms of their contracts. The terms and conditions of appointment of the Non-Executive directors (including remuneration) are set by the Board. The Remuneration Committee also advises on staff remuneration and administers the Company’s share option schemes.
Terms of Reference
The Nominations Committee
Chaired by Arno Rudolf with Kathy Cox as member, its role is to consider appointments to the Board.
Terms of Reference
The Compliance Committee
Chaired by Kathy Cox with Roger Matthews as member, has the primary responsibility for ensuring compliance with the AIM Rules for Companies concerning the disclosure of information. The Compliance Committee works closely with the Board to ensure that the Company’s Nominated Adviser is provided with any information it reasonably requests or requires in order that it may carry out its responsibilities under the AIM Rules.
Terms of Reference
The Operations Committee
Chaired by Graeme Paton with other senior management from across the business including, Sales, Finance and Operations as members.
The Operations committee provides review, guidance and oversight for the operational areas of the business whilst providing strategic insight to operational processes and issues.
The committee meets on a monthly basis to review the progress, updates and other issues arising during the month, and to provide feedback and suggestions to senior management.
The Operations Committee in turn updates the Board on a monthly basis.
Terms of Reference
Key QCA Principles
The QCA has identified ten principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the company was created.
In order to adopt the QCA Code it is necessary for a company to apply the ten principles and also to publish certain related disclosures. Detailed below for each principle is a clear explanation of how the company applies the QCA Code (the corporate governance statement). The corporate governance statement is included on the Company’s website and in its annual report.
1. Establish a strategy and business model which promote long-term value for shareholders
Tintra PLC is a diversified company delivering best in class products across Lottery and eCommerce.
Tintra PLC will deliver or acquire new products and businesses, underpinned by a solid asset base. Tintra PLC will deliver innovative best of class solutions for our clients within a structured corporate governance environment and strategic vision whilst balancing the need for systems and procedures yet still allowing flexibility and entrepreneurship in order to grow the Tintra PLC group of companies.
2. Seek to understand and meet shareholder needs and expectations
The Company ensures it is contactable by investors through a dedicated email address together with the company’s address and phone number which can be found on the Company’s website sjhplc.com/contact-us/.
The company holds an AGM to which all members are invited. The AGM is the main forum for dialogue with shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the Board and all committees, together with all other Directors, routinely attend the AGM and time is set aside specifically to allow questions from attending members to any board member. The Board encourages constructive feedback from its shareholders on their needs and expectations for the Company through the question and answer sessions at its annual general meeting.
For each vote, the number of proxy votes received for, against and withheld is announced at the meeting.
The company believes this has been a successful strategy to date demonstrated by the proportion of shareholders that vote at each AGM. The results of the AGM are subsequently published on the Company’s corporate website.
We seek at all times to provide open and realistic communications with shareholders while ensuring compliance with our regulatory obligations.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company believes that, in addition to its shareholders, suppliers, clients and regulatory partners, its employees are the main stakeholders. We continually work to improve our employment practices and create a rewarding environment for all employees. Additionally, we invest in training and development for employees and management and believe in diversity in the workplace.
The Company has an open and compliant approach to its dealings with the regulators concerned with the admission of the Company’s shares to trading on the AIM Market. The Board seeks to identify suppliers that provide the right balance of capabilities and cost and are identified purely on an arms-length commercial basis. The Company’s suppliers will be paid in line with agreed payment terms and the Board will act in an ethical manner in all dealings and expect the same from its suppliers.
The Board recognises that as it develops, there will be wider stakeholder and social responsibilities which will have to be taken into account, in particular in relation to the communities in which it becomes active. The Board will seek constructive feedback from all its stakeholders and Arno Rudolf has been designated as the Non-Executive director to whom any stakeholder may provide open and confidential feedback.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board identifies and addresses all risks based on a considered assessment of the likelihood of a risk occurring and the magnitude of the risk to the Company were it to occur, from both an upside and downside perspective. The nature of the Group and its business model creates reliance upon retaining and incentivising its senior management and certain key employees, whose expertise will be important to the fortunes of the Group going forward. The Directors have endeavoured to ensure that the principal members of its management team are suitably incentivised, but the retention of such staff cannot be guaranteed.
Demand for the Group’s services may be significantly affected by the general level of economic activity and economic conditions in the regions and sectors in which the Group operates. Therefore, a continuation of the challenging economic environment, especially in regions or sectors where the Group’s operations are focused, could have a material adverse effect on the Group’s business and financial results.
The Group’s financial risk management strategy is based on sound economic objectives and corporate practices. The main financial risks concern the availability of funds to meet obligations as they arise (liquidity risk) and fluctuations in exchange rates (exchange rate risk)
The Group is engaged in business activities where there are a number of competitors. Many of these competitors are larger than the relevant businesses carried on by the Group and have access to greater funds than the Group, which will potentially enable them to gain market share at the expense of the Group.
The Directors cannot discount circumstances where an acquisition would support the Group’s business strategy. However, there is no guarantee that the Group will successfully be able to identify, attract and complete suitable acquisitions or that the acquired business will perform in line with expectations.
Funding and working capital
Maintaining a sufficient level of working capital is essential to enable the Group to meet its foreseeable obligations and achieve its strategy. Failure to manage working capital could impact upon the ability of the Group to grow
Management of Growth
The ability of the Group to implement its strategy in an expanding market requires effective planning and management control systems. The Group’s growth plans may place a significant strain on its management, operational, financial and personnel resources. The Group’s future growth and prospects will, therefore, depend on its ability to manage the growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, whilst at the same time maintaining effective cost controls. Any failure to expand and improve operational, financial and management information and quality control systems in line with the Group’s growth could have a material adverse effect on its business, financial condition and results of operations.
Any failure to expand the Group’s service offering in response to customer demand and/or industry developments may have an adverse effect on the Group’s financial performance and prospects.
Reliance on Partners
Much of the Group’s business is dependent on partners (acquiring banks, charities, clubs, etc.). Changes in key relationships with those partners, change of strategic direction by partner organisations, changes in the viability of partner-owned technology, economic and other business circumstances could all have an adverse effect on the financial performance of the Group.
Legal and regulatory matters
The Group is subject to a considerable degree of regulation and legislation. Changes in or extensions of laws and regulations affecting the industry in which the Group operates (or those in which its customers operate) and the rules of industry organisations could restrict or complicate the Group’s business activities, with the potential to increase compliance/legal costs significantly.
Audit, risk and internal control
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the Executive Management, the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company.
- The Board is responsible for reviewing and approving overall Company strategy, approving revenue and capital budgets and plans, and for determining the financial structure of the Company. Monthly results and variances from plans and forecasts are reported to the Board.
- The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls, including the review of results of work performed by the Group controls function.
- The Operations Committee assists the Board in terms of reviewing operational activity, processes and financials.
- There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover profits, capital expenditure and balance sheets. Monthly results are reported against budget and compared with the prior year, and forecasts for the current financial year are regularly revised in light of actual performance.
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include:
- Close management of the day-to-day activities of the Group by the Executive Directors
- An organisational structure with defined levels of responsibility, which promotes decision-making and rapid implementation while minimising risks
- A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board
- Detailed monthly reporting of performance against budget
- Central control over key areas such as capital expenditure authorisation and banking facilities
The Group continues to review its system of internal control to ensure compliance with best practice, while also having regard to its size and the resources available.
5 Maintain the board as a well-functioning, balanced team led by the chair
The board of Tintra PLC currently comprises a Non-Executive Chairman, the Chief Executive Officer, the Finance Director and two Non-Executive Directors. The appointed Company Secretary is a qualified Chartered Accountant with the relevant experience to perform this function. The Board is considered to be of an appropriate size to comply with relevant Corporate Governance requirements and enable efficient decision making. The Board considers, after careful review, that the Non-Executive Directors bring an independent judgement to bear. The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively.
All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. During each year, approximately eleven Board meetings take place. Meetings would normally be held at the nominated advisers’ offices in London (during the Covid-19 outbreak, virtual video meetings have been held instead).
The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
The Chairman assisted by the Senior Independent Director (Kathy Cox) take a position of leadership on all matters of Corporate Governance. They are supported in this by the Company Secretary, who ensures that the Board (and any Board Committees) are provided with high quality information on a timely manner in order to facilitate a proper assessment of the matters requiring a decision or insight.
The following directors are Non-Executive:
- Arno Rudolf
- Kathy Cox
- Roger Matthews
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Directors of the Company have been chosen because of the skills and experience they offer. Full biographical details are included on the Company’s website. The Board considers that all of the Non-Executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities. The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience. The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group. All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Finance Director.
The Chairman, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from the Company Secretary and various external advisers on a number of corporate governance matters.
Details of each director’s relevant experience, skills and personal qualities can be found here sjhplc.com/about-us/. Each board member keeps their skills up to date through a combination of courses, continuing professional development through professional bodies and reading.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Company undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports and works with is corporate advisers to ensure standards are of an appropriate level for a publicly quoted company. In addition, the Board annually reviews its own performance as a whole and of each individual Director. The performance of each Committee is also assessed and guidance and or improvements are made where and when considered appropriate and necessary. These evaluations were not undertaken in previous years. It is intended that these evaluations shall be undertaken annually, after the end of each financial year. The Board also considered and ensures that each Director has the appropriate skills, knowledge, experience and qualifications to be able to perform his or her duties to the highest standard required.
The Company’s approach to succession planning is to bring talented individuals into the group at an operating level with the objective of their graduating to Board level in due course.
The date of the last review was 26th July 2021.
8. Promote a corporate culture that is based on ethical values and behaviours
A strong corporate culture that is based on ethical values and behaviours is a key part to a successful company. The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. An open culture is encouraged within the Group, with regular communications to staff and staff feedback regularly sought. The Executive Committee monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.
The company carries out regular reviews of the performance of each employee and officer of the company.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The board of Tintra PLC currently comprises a Non-Executive Chairman, the Chief Executive Officer, the Finance Director and two Non-Executive Directors. The appointed Company Secretary is a qualified Chartered Accountant with the relevant experience to perform this function. The board will actively consider adding additional members to the Board as and when the size of the Company requires. The Board has overall responsibility for the management and success of the Group. The Chief Executive Officer and other senior management have day-to-day responsibility for the operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent and objective judgment to Board decisions. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-Executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Board has also established an Audit Committee, Remuneration Committee, Compliance Committee, Nominations Committee and an Operations Committee as above. Each committee has terms of reference. Memberships of the different committees is set out at the start of this statement. The terms of reference for the different committees can be viewed on this page in The Board and its Committees section above.
10.Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Board ensures that all stakeholders are kept up to date with the developments of the Company through the Annual Report and Accounts, half-year announcements, the Annual General Meeting (AGM) and trading updates throughout the year. The Board encourages two-way communications with all shareholders and stakeholders whether that be by:
- telephone, email or letter
- investor meetings
- financial updates including interim and annual audited accounts
- General Meetings of the Company including the Annual General Meeting
And via the Company’s website www.sjhplc.com
Notices and results, including votes, of all General Meetings for the Company for the prior five years are available from the Company’s website. To view, visit sjhplc.com/regulatory-news/ and filter for AGM and other meetings.
If any significant proportion of votes (<20% of independent votes) cast are against a resolution, the Board will provide an explanation on the same page of the action it intends to take.
Annual Reports and Accounts published by the Company since 2011 are available from the Company’s website, under Annual Accounts, in the main menu.