At a glance

The Science Group provides independent advisory and advanced product development services focused on science and technology initiatives. Our specialist companies, Sagentia, Oakland Innovation and OTM Consulting, collaborate closely with their clients in key vertical markets to deliver clear returns on technology and R&D investments.

Key investor information

Country of incorporation

Science Group plc is incorporated in the United Kingdom, with registered number 06536543.
The main countries of operation are the UK and USA.

Other exchanges or trading platforms

The company is not listed on any other exchanges or trading platforms.

Restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

UK city code on takeovers and mergers

Science Group plc is subject to UK City code on takeovers and mergers.

Securities in issue

The following information is correct as of 19 August 2015.

The company’s issued share capital comprises 42,062,035 ordinary shares, each with a nominal value of £0.01.  Each share has equal voting rights.  There are 40,793,948 ordinary shares in issue excluding treasury shares.  The company holds 1,268,087 shares in treasury.

So far as the company is aware, 35.79% of the issued share capital is not held in public hands.  This includes the treasury shares held by the company.

The company has been notified of the following significant shareholders. Significant shareholders are those holding 3% or more of the shares in issue excluding treasury shares.

Shareholders greater than 3% as at 19 August 2015

Name

Number of shares

% ISC excluding treasury shares

Martyn Ratcliffe 13,412,906 32.88%
Miton Asset Management Ltd. 4,329,846 10.61%
Ruffer LLP 4,229,031 10.37%
Hargreave Hale Ltd. 3,736,570 9.16%
Charles Stanley and Co 1,559,825 3.82%
Allianz Global Investors Europe 1,500,000 3.68%

Corporate calendar

Announcement of preliminary full year results 4 March 2015
AGM 21 May 2015
Announcement of half year results July 2015

Board of Directors

Martyn Ratcliffe

Chairman

Martyn Ratcliffe was appointed Chairman on 15 April 2010 following his investment in Sagentia Group, now Science Group. He has been Chairman of Microgen plc since 1998. He was previously Senior Vice President of Dell Computer Corporation, responsible for EMEA. He has a degree in Physics from the University of Bath and an MBA from City University, London.

Rebecca Hemsted

Finance Director

Rebecca Hemsted was appointed to the Board on 27 January 2014. Ms Hemsted is a Chartered Accountant and has a degree in Physics from the University of Oxford. She qualified at Deloitte where she spent six years including three years in New Zealand, and joined Sagentia from RM plc where she was Business Finance Partner for the Managed Services Business.

David Courtley

Senior Independent Director

David Courtley was appointed a Non-Executive Director on 15 April 2010. He is also Chief Executive of Mozaic Services and Non-Executive Director of Parity plc. He was previously Chief Executive of Phoenix IT Group plc, Chief Executive of Fujitsu Services Europe and MD of EDS UK. He has a degree in Mathematics from Imperial College, London.

Michael Lacey-Solymar

Non-executive Director

Michael was appointed a Non-executive Director on 11 October 2012. Michael has over 25 years corporate finance experience, having spent 18 years at UBS and 7 years at Investec. He is currently a partner at Opus Corporate Finance LLP and a Non-executive Director of DrugDev Inc. He has a degree in Modern Languages from the University of Oxford.

Professor Keith Glover

Non-executive Director

Keith Glover was appointed a Non-executive Director on 1 October 2011. He is a Fellow of the Royal Society, a Fellow of the Institute of Electrical and Electronic Engineers, a Fellow of the Royal Academy of Engineering, and was elected to a Professorship of Engineering at Cambridge University in 1989, served as Head of the Department of Engineering from 2002 to 2009 and became an Emeritus Professor on 1 January 2014. He has a BSc in Electrical Engineering from Imperial College, London and a PhD from Massachusetts Institute of Technology.

Science Group Board Committees

The Board of Science Group has established three standing committees, all of which operate within written terms of reference. Their minutes are circulated for review and consideration by the full complement of directors, supplemented by oral reports from the committee chairmen at Board meetings.

Remuneration Committee

The Remuneration Committee is chaired by David Courtley and comprises himself, Michael Lacey-Solymar and Professor Keith Glover. Its function is to monitor the human resources policies of Science Group to ensure that they are consistent with Science Group’s business and culture. It is charged with executing the Board’s policy on executive director and executive management remuneration and reporting decisions made to the Board. The committee determines both the individual remuneration package of executive directors and remuneration levels for other senior employees of Science Group.

Nomination Committee

The Nomination Committee is chaired by Martyn Ratcliffe and comprises himself, David Courtley, Michael Lacey-Solymar and Professor Keith Glover. The committee meets when necessary. The committee’s primary function is to make recommendations to the Board on all new appointments and also advise generally on issues relating to Board composition and balance. Nominations for executive directors are submitted by the Chairman to the Nomination Committee.

Audit Committee

The Audit Committee is chaired by Michael Lacey-Solymar and comprises himself, David Courtley and Professor Keith Glover. The Audit Committee is responsible for reviewing a wide range of matters, including the half year and annual financial statements before their submission to the Board, as well as monitoring the controls, in particular regarding processes concerning investments, which are in force to ensure the integrity of the information reported to the shareholders. There is a whistle-blowing policy incorporated within the Science Group employee handbook. The Audit Committee contributes to the Board’s review of the effectiveness of internal controls and risk management systems. The Audit Committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the audit with external auditors. The Audit Committee will keep under review the cost effectiveness and the independence and objectivity of the auditors. There is no internal audit function within Science Group. The Audit Committee is satisfied that this is appropriate for a company of Science Group’s size.

Company advisers

Nominated adviser

Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT

Registrars

Equiniti Limited
Aspect House
Spencer Road, Lancing
West Sussex
BN99 6DA

Auditors

KPMG LLP
Botanic House
100 Hills Road
Cambridge
CB2 1AR

Constitutional documents

AIM Admission Prospectus

Download PDF

Articles of Association

Download PDF

Placing Announcement

Download PDF

Corporate governance

We are committed to the principles of corporate governance contained in the UK Corporate Governance Code and for which the Board is accountable to shareholders. This section explains how the Directors will seek to apply the requirements of the Combined Code to procedures across the extended Science Group (‘Science Group’).

Statement of compliance with the Code of Best Practice

Science Group complies with the provisions of the Code except, so as to reflect the size and resources of Science Group, for the following matters:

  • Not all of the directors on the Nomination Committee are independent
  • The Chairman of the Board is not considered to be independent as he is a substantial shareholder  of the company. The Chairman is assisted in the managing of the business on a day-to-day basis by the executive team of Science Group, including its finance director.

High-level strategic decisions are discussed and taken by the full Board, with recommendations as appropriate from the Chairman. Operational decisions are taken by the Chairman and the operational management team within the framework approved in the annual budgets.

The Board define a framework of high-level authorities to map the structure of delegation below Board level, as well as specifying issues which remain within the Board’s preserve. The Board meet at least six times a year to consider a formal schedule of matters including the operating performance of the business and at least once to review Science Group’s budget, strategy and business model.

Non-executive directors are appointed for a three-year term after which their appointment may be extended by mutual agreement, after rigorous review by the Board. In accordance with Science Group’s Articles of Association, the Board is required to retire by rotation at the end of three years so that over a three-year period all directors will have retired from the Board and faced re-election.

All directors have access to the advice and services of the Company Secretary, legal adviser, and other independent professional advisers as required. Non-executive directors can familiarise themselves with all aspects of Science Group and have access to key members of staff.

It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties. Science Group’s strategy is communicated to all employees in regular briefings.

Risk management is crucial to the success of Science Group, and the Board and Audit Committee consider the risks associated with Science Group’s technology and intellectual property pipeline, technical resources, as well as regulatory and other operational risks. Risks are reviewed by the Board as part of the strategy review.

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