Strong Corporate Governance | CPP

Governance structures

The Board has adopted the Quoted Companies Alliance Corporate Governance Code (‘QCA Code’) which provides a flexible but rigorous outcome-orientated framework that we believe is well suited to the Group.

An overview of how the Group currently complies with each of the ten principles of the QCA Code is given in our Corporate Governance Statement. Further details may be found in our Annual Report & Accounts.

Monitoring policies and standards

Supported by its committee structure, the Board devotes quality time to monitoring the Group’s performance and the application of Group policies and standards across the Group.

The Group has Policies in place, which establish standards for processes across the Group; these are reflected in business unit specific policies and procedures which in totality create a framework for process and control across the Group.

Risk management framework

The Board devotes a section of its standing agenda to the oversight of the Group’s risk position, dedicating time to considering the most notable current and emerging risks along across the Group along with assessing and challenging management’s mitigation plans.

The Group has a framework for the identification and management of risk which is in use across all business units, as well as for specific projects and areas of significant change (e.g., the Change Management Plan). This is combined with the regular reviews of each entities risk position and mitigating controls along with challenge and assurance oversight from the Group’s Risk and Assurance functions, and independent review by Internal Audit. A collated view of the Group’s Risk position is presented to the Board along with entity specific and activity risk reports as appropriate.

The governance framework

The Board comprises five Directors – the Chairman, two Executive Directors and one Independent Non-Executive Director and one Non-Independent Non-Executive Director.

Membership at 31 December 2022:

David Morrison

Chairman

David Morrison

Chairman

Appointment: February 2021

David has spent the majority of his career in private equity, starting with 3i plc, before spending 13 years with Abingworth Management, predominantly with responsibility for investment activity in the United States. In 1998 he started Prospect Investment Management, which was responsible for making and managing early-stage investments on behalf of a small group of investors. Notable holdings included PayPoint Plc and Venture Production Plc, both of which became FTSE250 companies whilst Prospect’s clients were shareholders.

David was appointed a Non-Executive Director of Record plc on 1 March 2023. He also sits on the board of various private companies and is a Member of the Council of Management and a Trustee of the Ditchley Foundation.

Simon Pyper

Chief Executive Officer

Simon Pyper

Chief Executive Officer

Appointment: January 2022

Simon was formerly the Chief Executive Officer and Chief Financial Officer of digital marketing group Be Heard Group Plc. Prior to this, he was Chief Financial Officer of AIM listed GlobalData Plc for ten years. During his tenure, Simon oversaw its admission to AIM and facilitated its acquisition-led growth strategy. He’s also held various financial and commercial positions with Musgrave UK and the Arcadia Group.

Simon is a member of the Chartered Institute of Management Accountants and holds an MBA from Henley Management College.

David Bowling

Chief Financial Officer

David Bowling

Chief Financial Officer

Appointment: March 2022

A qualified Chartered Accountant, David has been with CPP Group for over ten years. In that time he has held a number of senior roles within the Group Finance function, most recently as Group Finance Director.

Prior to CPP he was Group Accountant for Barchester Healthcare Limited. His key areas of expertise include accountancy, audit and investor relations.

Simon Thompson

Non-Independent Non-Executive Director

Simon Thompson

Non-Independent Non-Executive Director

Appointment: June 2020

Simon held senior positions in investment banks before becoming Managing Director at Barclays Global Investors. He was chair of London Stock Exchange’s Institutional Investor Group and the Investment Association’s Dealing Committee. He was a partner of hedge fund, Millgate Capital, before moving to Legal & General Investment Management as COO.

Simon is a Director of several private companies and a local charity chair alongside his work as a mentor and board adviser.

Jeremy Miller

Independent Non-Executive Director

Jeremy Miller

Independent Non-Executive Director

Appointment: December 2021

Jeremy is a qualified Chartered Accountant with over 30 years’ investment banking experience working for leading financial services firms. After working with KPMG early in his career, Jeremy has gone on to hold senior roles at Simon Robertson Associates, Dresdner Kleinwort Wasserstein, James Capel and most recently as London Chief Operating Officer with Centerview Partners.

Jeremy remains a Non-Executive Director of This Land, Cenkos Securities and a Non-Executive Chairman of the National Merchant Buying Society. His experience gained from his Non-Executive Director roles include audit, risk and compliance committees and advising on strategic, compliance and governance matters.

Meetings held in 2022:

Five, along with thirteen additional ad hoc Board meetings

Key matters reserved for the Board:

• responsibility for the overall leadership of the Group and setting the Group’s values and standards;
• approval of the Group’s long-term ambitions, objectives and commercial strategy;
• material changes to the Group’s corporate structure, including any acquisitions or disposals;
• ensuring maintenance of a sound system of internal control and risk management;
• approval of annual and half-year results and trading updates;
• approval of the annual financial budget;
• approval of the dividend policy; and
• material capital investments.

Downloads

Matters reserved for the board
Key objectives:
To assist the Board in discharging its duties and responsibilities for financial reporting and internal financial control.

Membership at 31 December 2022:

Jeremy Miller

Independent Non-Executive Director

Audit Committee Chair

Jeremy Miller

Independent Non-Executive Director

Audit Committee Chair

Appointment: December 2021

Jeremy is a qualified Chartered Accountant with over 30 years’ investment banking experience working for leading financial services firms. After working with KPMG early in his career, Jeremy has gone on to hold senior roles at Simon Robertson Associates, Dresdner Kleinwort Wasserstein, James Capel and most recently as London Chief Operating Officer with Centerview Partners.

Jeremy remains a Non-Executive Director of This Land, Cenkos Securities and a Non-Executive Chairman of the National Merchant Buying Society. His experience gained from his Non-Executive Director roles include audit, risk and compliance committees and advising on strategic, compliance and governance matters.

Simon Thompson

Non-Independent Non-Executive Director

Simon Thompson

Non-Independent Non-Executive Director

Appointment: June 2020

Simon held senior positions in investment banks before becoming Managing Director at Barclays Global Investors. He was chair of London Stock Exchange’s Institutional Investor Group and the Investment Association’s Dealing Committee. He was a partner of hedge fund, Millgate Capital, before moving to Legal & General Investment Management as COO.

Simon is a Director of several private companies and a local charity chair alongside his work as a mentor and board adviser.

David Morrison

Chairman

David Morrison

Chairman

Appointment: February 2021

David has spent the majority of his career in private equity, starting with 3i plc, before spending 13 years with Abingworth Management, predominantly with responsibility for investment activity in the United States. In 1998 he started Prospect Investment Management, which was responsible for making and managing early-stage investments on behalf of a small group of investors. Notable holdings included PayPoint Plc and Venture Production Plc, both of which became FTSE250 companies whilst Prospect’s clients were shareholders.

David was appointed a Non-Executive Director of Record plc on 1 March 2023. He also sits on the board of various private companies and is a Member of the Council of Management and a Trustee of the Ditchley Foundation.

Meetings held in 2022: Five

Downloads

Audit Committee Terms of Reference Internal Audit Terms of Reference Charter
Key objectives:

Recommend to the Board the remuneration of the Chairman, Executive Directors, Company Secretary and senior management.

Membership at 31 December 2022:

Simon Thompson

Non-Independent Non-Executive Director

Renumeration Committee Chair

Simon Thompson

Non-Independent Non-Executive Director

Renumeration Committee Chair

Appointment: June 2020

Simon held senior positions in investment banks before becoming Managing Director at Barclays Global Investors. He was chair of London Stock Exchange’s Institutional Investor Group and the Investment Association’s Dealing Committee. He was a partner of hedge fund, Millgate Capital, before moving to Legal & General Investment Management as COO.

Simon is a Director of several private companies and a local charity chair alongside his work as a mentor and board adviser.

David Morrison

Chairman

David Morrison

Chairman

Appointment: February 2021

David has spent the majority of his career in private equity, starting with 3i plc, before spending 13 years with Abingworth Management, predominantly with responsibility for investment activity in the United States. In 1998 he started Prospect Investment Management, which was responsible for making and managing early-stage investments on behalf of a small group of investors. Notable holdings included PayPoint Plc and Venture Production Plc, both of which became FTSE250 companies whilst Prospect’s clients were shareholders.

David was appointed a Non-Executive Director of Record plc on 1 March 2023. He also sits on the board of various private companies and is a Member of the Council of Management and a Trustee of the Ditchley Foundation.

Jeremy Miller

Independent Non-Executive Director

Jeremy Miller

Independent Non-Executive Director

Appointment: December 2021

Jeremy is a qualified Chartered Accountant with over 30 years’ investment banking experience working for leading financial services firms. After working with KPMG early in his career, Jeremy has gone on to hold senior roles at Simon Robertson Associates, Dresdner Kleinwort Wasserstein, James Capel and most recently as London Chief Operating Officer with Centerview Partners.

Jeremy remains a Non-Executive Director of This Land, Cenkos Securities and a Non-Executive Chairman of the National Merchant Buying Society. His experience gained from his Non-Executive Director roles include audit, risk and compliance committees and advising on strategic, compliance and governance matters.

Meetings held in 2022: Six

Downloads

Remuneration Committee Terms of Reference 2022
Key objectives:

To assist the Chairman in keeping the composition of the Board under review and to lead the appointment process for nominations to the Board and other Board Committees, always having regard to best practice in corporate governance standards.

Membership at 31 December 2022:

David Morrison

Chairman

Nomination Committee Chair

David Morrison

Chairman

Nomination Committee Chair

Appointment: February 2021

David has spent the majority of his career in private equity, starting with 3i plc, before spending 13 years with Abingworth Management, predominantly with responsibility for investment activity in the United States. In 1998 he started Prospect Investment Management, which was responsible for making and managing early-stage investments on behalf of a small group of investors. Notable holdings included PayPoint Plc and Venture Production Plc, both of which became FTSE250 companies whilst Prospect’s clients were shareholders.

David was appointed a Non-Executive Director of Record plc on 1 March 2023. He also sits on the board of various private companies and is a Member of the Council of Management and a Trustee of the Ditchley Foundation.

Simon Thompson

Non-Independent Non-Executive Director

Simon Thompson

Non-Independent Non-Executive Director

Appointment: June 2020

Simon held senior positions in investment banks before becoming Managing Director at Barclays Global Investors. He was chair of London Stock Exchange’s Institutional Investor Group and the Investment Association’s Dealing Committee. He was a partner of hedge fund, Millgate Capital, before moving to Legal & General Investment Management as COO.

Simon is a Director of several private companies and a local charity chair alongside his work as a mentor and board adviser.

Jeremy Miller

Independent Non-Executive Director

Jeremy Miller

Independent Non-Executive Director

Appointment: December 2021

Jeremy is a qualified Chartered Accountant with over 30 years’ investment banking experience working for leading financial services firms. After working with KPMG early in his career, Jeremy has gone on to hold senior roles at Simon Robertson Associates, Dresdner Kleinwort Wasserstein, James Capel and most recently as London Chief Operating Officer with Centerview Partners.

Jeremy remains a Non-Executive Director of This Land, Cenkos Securities and a Non-Executive Chairman of the National Merchant Buying Society. His experience gained from his Non-Executive Director roles include audit, risk and compliance committees and advising on strategic, compliance and governance matters.

Meetings held in 2022: Two

Downloads

Nomination Committee