The Board meets monthly to consider the operating and financial performance of the group and is responsible for approving company policy and strategy. The Board has appointed two standing committees:

The Audit Committee is responsible for ensuring that the financial performance of the group is properly reported on and monitored, and for meeting the auditors and reviewing their reports in relation to the accounts and the audit.

The Remuneration Committee is responsible for setting the scale and structure of the executive directors’ remuneration. It also recommends the allocation of share options to directors and other employees.

The responsibilities of both Committees are undertaken by the Company’s Senior Independent Director, Terry Connolly, who seeks independent advice from outside advisors as he feels is appropriate and necessary.

The functions of the Nomination Committee are undertaken by the Board as a whole.

Directors

Raschid Abdullah - Executive Chairman

Raschid was appointed executive chairman in January 2013 and until its purchase by Petards was also executive chairman of Water Hall Group plc, which was listed on AIM. He was previously executive chairman of Evered Holding plc, a fully listed public company specialising in industrial and quarry related products, from 1982 to 1989. Raschid started his commercial life within the construction industry in the areas of building product supplies and the provision of specialist subcontracting services starting his first business in 1971 which he sold to a competitor in 1976. He then joined the family business providing a range of services to clients in the Middle East. These included owning and operating family and procurement offices for prominent families and their businesses, and co-investing in the UK stock market with a number of Middle Eastern families. He is a Life Fellow of the Royal Society of Arts.

Osman Abdullah - Group Chief Executive

Osman Abdullah was appointed to the Board in September 2010 as a non-executive director, becoming executive chairman for Petards joyce-Loebl, the Group’s principal trading subsidiary in 2013 to lead and implement the present “Fit for Growth” strategy. Since then he has been appointed as Group Chief Executive from January 2016. He was formerly Group Chief Executive of Evered Holdings plc, a fully listed public company specialising in industrial manufacturing, distribution and quarry mining related products from 1981 to 1989. He subsequently served as a non-executive director of Umeco plc from 1993 to 2005 a fully listed company specialising in component distribution and the manufacture of composite material based products principally to the aerospace industry.

Paul Negus - Director

Paul Negus joined the Board in September 2014 and is responsible for business development for Petards Joyce-Loebl’s rail products. He has considerable commercial experience having spent eight years as Managing Director of PIPS Technology Limited, a developer of automatic number plate recognition and CCTV systems first under private ownership and latterly under the ownership of Federal Signal Inc.

Terry Connolly FCA - Non Executive Director

Terry Connolly was appointed in August 2007. He is a chartered accountant and had a career in advertising and the entertainment sector where as Group Managing Director of Chrysalis he was responsible for taking that company to a public listing. Since 1989 he has been a self-employed consultant specialising in strategic and corporate affairs. He is Chairman of the Audit and Remuneration Committees.

Securities listed on AIM

The Company’s issued share capital comprises 36,748,761 Ordinary Shares of 1p each, with equal voting rights. The total number of voting rights in the Company is therefore 36,748,761.

All of the Company’s issued Ordinary Shares have been admitted to AIM and there are no restrictions on the transfer of those shares. They are not traded on any other current or future exchanges and platforms.

At 21 June 2017 the Company was aware of the following disclosable interests in three percent or more of its issued Ordinary Shares.

Name of holder | Number | Percentage held

PFS Downing Active Management Fund | 3,505,000 | 9.5%

El-Khereiji Financial Company WLL | 2,871,756 | 7.8%

Mr A Perloff | 2,500,000 | 6.8%

Charwell Investments Limited | 1,694,592 | 4.6%

Chelverton Growth Trust plc | 1,670,000 | 4.6%

Miton UK Microcap Trust plc | 1,639,375 | 4.5%

Mr O Abdullah | 1,601,948 | 4.4%

Mr RM Abdullah | 1,158,972 | 3.2%

Mr P Lobbenberg and Family | 1,153,050 | 3.1%

The percentage of the Company’s shares not in the public’s hands is 7.6%.

There are no shares held in Treasury.

Corporate Governance Code that applies

The Board recognises the value of the Financial Reporting Council’s UK Corporate Governance Code, and while AIM rules do not require full compliance, the Directors endeavour to ensure the Company complies with those provisions which they consider to be appropriate for a company of its size.

UK City Code on Takeovers and Mergers

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

Advisors

Auditors
KPMG LLP
Quayside House, 110 Quayside, Newcastle upon Tyne NE1 3DX

Nominated Advisor & Joint Broker
WH Ireland
4 Colston Avenue, Bristol BS1 4ST

Bankers
Santander UK PLC
1 Dorset Street, Southampton SO15 2DP

Joint Broker
Hybridan
20 Ironmonger Lane, London EC2V 8EP

Registrar
Share Registrars
The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR