We are focused on enabling the provision of better care
Our business is based on the principle of entrepreneurial partnership, allowing us to work with all stakeholders to deliver the facilities needed to stimulate better health and quality of life. In response to the current climate and public policy, we have been further strengthening our business with additional, customer-focused products and revenue streams.
“The momentum in Extra Care continues to build and we look to the future with increasing confidence”
Ashley House plc was established in 1991 and grew through specialising in the design and construction of new purpose built doctors surgeries and medical centres. In 2000 the Company’s shares were admitted to trading on Ofex. In September 2004, Ashley House Properties Ltd (“AH Properties”), was set up to purchase properties developed by Ashley House plc and other primary care facilities. The shares in AH Properties were stapled to those in Ashley House plc on a one for one basis and the shares traded in Units comprising one share in Ashley House plc and one share in AH Properties.
The de-stapling of the two companies share trading was announced on 14th December 2006 and with effect from 15 January 2007 when Ashley House plc was listed on AIM.
The Company’s shares are dual listed on the Social Stock Exchange segment of the NEX Exchange growth market with effect from 10 February 2016.
Share information Ashley House plc – AIM share price
|Financial year||Year end: 30 April
Half year: 31 October
|Results published||Full year preliminary results: July – October
Interim results: December – January
|Preliminary results for the year ended 30 April 2018 were published on 16 August 2018.
Interim results for the half year ended 31 October 2017 were released on 31 January 2018.
|Report and accounts published||
Full year: July – October
Half year: December – January
|Full year report and accounts for the year to 30 April 2018 were published and sent to shareholders on 20 September 2018.
Interim report for the half year ended 31 October 2017 was sent to shareholders on 28 March 2018.
|AGM||July – October||Our 2018 AGM will be held on Wednesday 12 September 2018 at our High Wycombe office.|
Tel: 01628 600 340
Ashley House, Unit 1, Barnes Wallis Court
Wellington Road, Cressex Business Park, High Wycombe, HP12 3PS
Ashley House plc. Incorporated in England, Company No. 2563627
|Major shareholders||No. shares||%|
|Total shares in issue||60,206,485|
|Lawshares Nominees Limited||8,650,000||14.41|
|Maureen Moy (wife of John Moy, former Non-executive Director)||6,000,000||10.00|
|Admenta Ltd (Lloyds Pharmacy)||5,493,827||9.15|
|Stephen Minion (Non-executive Deputy Chairman)||4,062,825||6.77|
|Jonathan Holmes (Commercial Director)||2,254,297||3.76|
|Mrs.G. Mosley (former director)||2,125,518||3.54|
|(including S Minion’s and J Holmes’ holdings above)||7,691,689||12.78|
Total shares not in public hands:
- Pursuant to AIM rules 37.13%
- Pursuant to NEX Exchange rules 46.28%
The Company’s shares are traded on AIM, a market operated by London Stock Exchange plc. The Company’s shares are dual listed on the Social Stock Exchange segment of the NEX Exchange growth market with effect from 10 February 2016.
There are no restrictions on the transfer of shares.
Site last updated 02 November 2018.
Information disclosed on this website is for the purposes of AIM Rule 26 and NEX Exchange Rule 75.
Total shares not in public hands.
- Under AIM rules this includes directors’ holdings and other shareholdings who control 10% or more of the Company’s shares.
- Under NEX Exchange rules this includes directors’ holdings and other shareholders who individually or who acting in concert control 5% or more of the Company’s shares.
Get to know the Board
Christopher holds a Masters degree in Strategic Financial Management and is a visiting fellow at Kingston and Durham Business Schools. His career spans over 35 years, first with Abbey National, where he held senior executive positions in personnel, finance and operations. He then joined the executive Board of Minster Trust Limited, a fully regulated banking institution leading the development and launch of an affinity based internet banking proposition. Christopher has extensive Non-executive experience, chairing the Board of London Strategic Housing and as deputy chairman of Network Housing Group where he also chaired the Audit and Risk Committee. Christopher has also worked with the NHS Commissioning Board establishing a national network of Commissioning Support Units and Clinical Commissioning Groups. He is currently a member of the advisory Board for the NHS Arden and Greater East Midlands Commissioning Support Unit. Christopher is Chairman of Ashley House’s Appointments Committee.
Stephen joined the Board in May 1995 and transitioned to Non-executive Deputy Chairman in May 2014. He is a chartered engineer with a long career in design and development of commercial property. Following the award of his degree in engineering he joined the London Borough of Harrow where he gained chartered engineer status. He moved to George Wimpey & Co and learnt his main “stock in trade” as a property developer before starting his own company in 1978 and co-founding Ashley House in 1991. Stephen chairs the Company’s Remuneration Committee and is Chairman of Partnering Health Limited.
Antony has a BA in accounting and qualified as a chartered accountant in 1992. He gained an Executive MBA by evening study from Warwick University in 2004. He joined Ashley House in 2010 as Finance Director having held various senior executive positions within the Lloyds Pharmacy group, including leading the corporate acquisitions, property and development teams. Antony spent 15 months in a pan European strategic development role based in Germany for Lloyds’ parent company Celesio AG. Immediately prior to Ashley House, Antony was managing director of Sapphire Primary Care Developments Limited which Ashley House acquired from Lloyds Pharmacy in 2009. Antony was appointed Chief Executive in October 2014. Antony is Chairman of F1 Modular Limited.
Jonathan joined Ashley House in 1998, becoming a director in 1999. Prior to Ashley House Jonathan worked in sales and marketing with an emphasis on setting up new ventures. Jonathan was Chief Executive of Ashley House until October 2014 when he became Commercial Director to allow him to focus on the Ashley House team’s successful delivery of projects, from the earliest engagements with wider stakeholders through to the commercial structuring, development and building out of the projects that result. Jonathan leads the Morgan Ashley joint venture and as well as managing the delivery arm of the Group is also responsible for new business.
After graduating from Cardiff University in 1999, James qualified as a Chartered Accountant in 2002. James began his career with Tenon, firstly in audit and latterly business consultancy, before moving to the Japanese IT company Fujitsu in 2003. At Fujitsu he performed a number of senior finance roles, including leading the finance team on a 10 year £1bn IT programme, managing the integration of a £150m business following acquisition, and implementing the transition to IFRS for the European region. James joined Ashley House in 2011 as Head of Finance before joining the Board as Finance Director in March 2018. James is also Ashley House’s Company Secretary.
Andrew has a BA in history from Keble College, Oxford and qualified as a chartered accountant with what is now PricewaterhouseCoopers in 1991. He has held senior financial roles in the retail and wholesale sectors, including Waterstones and Hagemeyer (now part of the Rexel group). He joined Lloyds Pharmacy in 2003, becoming finance director in 2007. Between 2012 and January 2018 Andrew was Hospitals & Homecare Director of Celesio UK, part of the McKesson Group, responsible for the delivery of pharmacy services, clinical homecare and pharmaceutical supply to the NHS and other public and private sector organisations. Andrew is Chairman of Ashley House’s Audit & Risk Committee.
Christopher Lyons, Stephen Minion and Andrew Willetts are all members of the Remuneration Committee and Appointments Committee. Andrew Willetts, Christopher Lyons and Antony Walters are members of the Audit & Risk Committee.
- Audit & Risk Committee
- Remuneration Committee
- Appointments Committee
As a listed company traded on the AIM market of the London Stock Exchange and the Social Stock Exchange segment of the NEX Exchange growth market, the Company recognises the importance of sound corporate governance throughout the organisation giving the shareholders and other stakeholders including employees, customers, suppliers and the wider community confidence in the business.
The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code 2018.
The QCA Corporate Governance Code 2018 has ten key principles. The way in which those principles are applied to our business is set out below.
The Board of Ashley House plc comprises a non-executive Chairman, a non-executive Deputy Chairman, a non-executive director and three executive directors.
|Board Member||Board Title||Audit & Risk
|Christopher Lyons||Non-executive Chairman||Member||Member||Chair|
|Antony Walters||Chief Executive||Member||–||–|
|Jonathan Holmes||Commercial Director||–||–||–|
|James Hathaway||Finance Director||–||–||–|
|Andrew Willetts||Non-executive director||Chair||Member||Member|
The role of the Board is to provide leadership of the Company and to set strategic aims within a framework of prudent, appropriate and effective controls which enable risk to be identified and managed.
- Defines the strategic goals for the Company, sets corporate objectives to enable the goals to be met, and measures performance against those objectives;
- Ensures that the necessary financial and human resources are in place to both meet its obligations to all stakeholders and to provide a platform for profitable growth;
- Recommends any interim and final dividends;
- Approves all mergers and acquisitions and all capital expenditure greater than £100,000;
- Receives recommendations from the Audit & Risk Committee in relation to the reporting requirements and the appropriate accounting policies for the Company, the appointment of auditors and their remuneration, and the identification and management of risk;
- Receives recommendations from the Appointments Committee concerning the appointment of executive directors, and from the Remuneration Committee concerning the remuneration of the executive directors;
- Determines the fees paid to the non-executive directors.
The roles of the Chairman and the Chief Executive are clearly defined and separated. The Chief Executive is responsible for the leadership and operational management of the Company, and for the implementation of the strategy agreed by the Board. The Chairman leads the Board, and as such is responsible for ensuring that the directors receive accurate, timely and insightful information so that the Board can operate as an effective and proactive decision-making body.
The executive directors have considerable experience of the markets in which the Company operates as well as related markets and other business sectors. Their remits are clearly defined and they work with all stakeholders of the Company to give the business the best opportunity to grow profitably and create long-term value for its shareholders.
The non-executive directors possess a wide range of knowledge, skills, experience and contacts across the industries and markets in which the Company operates. They actively support the executive directors and senior management team in their pursuit of the Company’s objectives and financial targets, and contribute to the overall performance of the Board.
The non-executive directors are considered by the Board to be independent of management and are able to exercise independence of judgement.
Principles and Approach of the Board
Ashley House is committed to achieve and maintain high standards of governance. The Board follows the Quoted Companies Alliance Corporate Governance Code 2018 (“the QCA Code”).
The QCA Code defines 10 principles of Corporate Governance. Detailed below is how the Board applies these principles.
|1. Establish a strategy and business model which promote long-term value for shareholders||The Board must be able to express a shared view of the Company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-term.
It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future.
|The Company’s vision is to be the leading property development partner to providers and commissioners of health and community care.
The Board sets the strategy and objectives required to drive the business forward in pursuit of this vision. The Company discusses and reinforces this vision with its staff at briefings and internal workshops, and with external stakeholders through regular news updates on this website and other platforms, and through the Annual Report.
Please refer to page 7 of the Annual Report and Accounts for the year ended 30 April 2018 for further details on the principal risks and uncertainties which the Company faces.http://www.ashleyhouseplc.com/wp-content/uploads/2018/09/AH-Annual-Report-2017-18-Sep18-SINGLE-PAGES.pdf
|2. Seek to understand and meet shareholder needs and expectations||Directors must develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base.
The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
|The Board is committed to maintaining open channels of communication with its shareholders. Communication is led by the executive directors, supported by the Chairman and remainder of the Board as required.
The Board strives to keep shareholders well informed as to its strategy and progress, insofar as is permitted within the guidelines of the AIM rules, MAR and the requirements of relevant legislation.The Annual Report and Accounts, Interim Report and the Social Impact Report are integral to keeping shareholders informed, not just of the Company’s financial progress, but also its strategy, pipeline, and the positive social impact delivered by the Company’s work.Largely organised by the Company’s Nominated Advisor (“NOMAD”), the executive directors offer a roadshow of shareholder meetings, usually twice yearly following the announcement of the Company’s half-year and full-year results. The executive directors will communicate with shareholders outside of those times especially where information requests are from shareholders are made.The Company’s NOMAD provides the executive directors with the feedback from those shareholders attending the roadshows. This feedback is reviewed by the Board and actioned as necessary.
|3. Take into account wider stakeholder and social responsibilities and their implications for long-term success||
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the Company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the Company’s impact on society, the communities within which it operates or the environment have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
The Board recognises that its primary responsibility is to deliver long-term value to its shareholders.
The Board is also aware that there are many other stakeholders in its business. These stakeholders include employees, customers, suppliers, finance providers, partners and the community as a whole.
The executive directors hold investor roadshows twice yearly, at which feedback from shareholders is sought.
Regular dialogue is maintained with employees through bi weekly updates and quarterly briefings given by the executive directors.
The nature of the Company’s business is such that key customers, suppliers and finance providers are heavily involved in each development project, with feedback and input being provided to the Company as part of those discussions.
Feedback from the communities in which the Company operates is principally obtained through community consultations held in relation to each development project.
The Company is a founding member of the Social Stock Exchange and is proud of the social value which its schemes create. The Company publishes an annual Social Impact Report detailing the value to the community of its activities.
|4. Embed effective risk management, considering both opportunities and threats, throughout the organisation||
The Board needs to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the Company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the Company is able to bear and willing to take (risk tolerance and risk appetite).
The Board has a well established Audit & Risk Committee. This Committee is specifically charged with ensuring that Ashley House as a whole has the appropriate policies and processes in place to identify the risks which the Company is exposed to and to proactively mitigate those risks as appropriate.
Regular feedback is received from the Company’s external auditors on the adequacy and effectiveness of its internal controls and the Company is also regularly audited by the British Standards Institute as part of its ISO accreditation’s. The Company maintains a register of risks and publishes an overview of significant risks and uncertainties in its Annual Report.
Please refer to page 7 of the Annual Report and Accounts for the year ended 30 April 2018 for further details on the principal risks and uncertainties which the Company faces.
|5. Maintain the Board as a well-functioning, balanced team led by the chair||
The Board members have a collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the Board.
The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a Board judgement.
The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
Directors must commit the time necessary to fulfil their roles.
|The Board is comprised of a non-executive Chairman, a non-executive Deputy Chairman, a non-executive director and three executive directors.
The executive directors are all full time employees of the Company. The Service Agreements of the non-executive directors provide for a minimum of two working days per month.All directors dedicate such time as required to effectively perform their roles.The directors ensure the skills required to undertake their roles are kept current through training and consultation with subject matter experts as required.The roles of the Chairman and the Chief Executive are clearly defined and separated.The Chairman leads the Board, and as such is responsible for ensuring that the directors receive accurate, timely and insightful information so that the Board can operate as an effective and proactive decision-making body.The Chief Executive is responsible for the leadership and operational management of the Company, and for the implementation of the strategy agreed by the Board.Christopher Lyons and Andrew Willetts are considered to be independent non-executive directors. Although Andrew Willetts was employed by Admenta Limited (a major shareholder) until February 2018 the Board has unanimously agreed that since leaving Admenta’s employment Andrew’s interests are appropriate and he should be considered independent. Stephen Minion is not considered independent due to his shareholding, related party interests and his length of service on the Board. Whilst conflicts of interest are fully disclosed and understood, as appropriate non-executive directors exercise independence of judgement. No director is involved in discussions or decisions where he has a conflict of interest.
The Board is supported by an Audit & Risk Committee, a Remuneration Committee and an Appointments Committee.
The Board meets 12 times each year.
|6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities||
The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.
The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
The members of the Board have been chosen due to the knowledge, skills, experience and contacts they possess. The Board constantly strives to ensure that it has the right balance of knowledge, skills, experience and contacts across the sectors in which it operates. This is evaluated in line with the Company’s business model as it changes and diversifies. It is of primary importance that the Board’s knowledge of customers’ needs are understood in an ever changing market place. This is achieved by maintaining a broad network of contacts across the industry and ensuring regular dialogue is held and feedback obtained by both the executive and non-executive directors as appropriate.
As necessary directors receive externally provided refresher and update training specific to their individual roles.
The Company Secretary advises the Board members on their legal and corporate responsibilities and matters of corporate governance.
Biographical details of each of the Directors are given on the ‘Meet the Board’ section of this website.
|7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement||
The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the Board should become indispensable.
The Company measures its performance, and therefore inherently the performance of the Board as a unit, against Key Performance Indicators. The primary KPIs are net profit and pipeline, details of which are included in the Annual Report.
The performance of the executive directors is monitored and regularly reviewed by the non-executive directors. Such review considers both the KPIs outlined above and measures such as customer feedback and the annual staff satisfaction survey. In 2018, the Board has introduced qualitative performance measurements for the executive directors to ensure that the right degree of focus is applied to the strategic direction as well as the current financial performance of the business.
The Board periodically considers the need to refresh its membership.
These principles are considered integral to the Company’s wider goals and ambitions, and are regularly communicated to the business as a whole.
|8. Promote a corporate culture that is based on ethical values and behaviours||
The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the Board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the Company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the Company.
The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the Company.
Strong ethics and a keen social responsibility run to the very core of the Company. Ashley House is a proud founder member of the Social Stock Exchange, holds several ISO and construction industry accreditations and maintains Investors in People status.
These principles are considered integral to the Company’s wider goals and ambitions, and are regularly communicated to the business as a whole.
|9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board||The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company.
Details of the Company’s corporate governance arrangements are provided within this Corporate Governance section of this website. The Board considers the appropriateness of these arrangements against the size and complexity of the Company as it evolves over time.
The Chairman leads the Board and is responsible for ensuring its effectiveness in all aspects of its role. The Chairman promotes a culture of openness and debate, in particular by ensuring the non-executive directors provide constructive challenge to the executive directors.
The Chief Executive is responsible for running the business, implementing the strategy set by the Board and ensuring timely and effective communication with the Company’s shareholders.
The Commercial Director is responsible for the winning new contracts for the Company and for the subsequent delivery of those contracts on time and on budget.
The Finance Director is responsible for managing the Company’s finances and working capital requirements, and for the reporting of the Company’s financial performance.
A Senior Management Team, comprised of the executive directors and four senior staff members meets at least twice per month and is responsible for the day to day operation of the business.
The Board is supported by three committees being the Audit & Risk Committee, the Remuneration Committee, and the Appointments Committee.
The Audit & Risk Committee advises the Board on the reporting requirements and the appropriate accounting policies for the Company, the appointment of auditors and their remuneration, and the identification and management of risk;
The Appointments Committee advises the Board on the appointment of executive directors, and the Remuneration Committee advises the Board on all matters pertaining to the remuneration of the executive directors;
|10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders||A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company.
In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:
It should be clear where these communication practices are described (annual report or website).
The Board strives to maintain open channels of communication with all shareholders and always seeks to respond in timely fashion to any questions put forward by shareholders, whether they be large institutions or small private investors.
The Investor Relations section of this website contains all required regulatory information together with other information which shareholders may find useful.
The AGM is an important forum for shareholder engagement, and the directors are always available immediately after the AGM to listen to the views of any shareholders in attendance and to provide them with an update on the business.
All votes at the most recent AGM held on 12 September 2018 were passed unanimously.
A report of the Remuneration Committee is provided in the Annual report.
Audit & Risk Committee
The primary responsibility of the Audit & Risk Committee is to provide confidence to shareholders by monitoring the financial affairs and risks of the Company and any subsidiary of the Company (together “the Group”) and ensuring that the financial performance of the Group together with all the Group’s risks are properly measured and reported on. The Committee reviews reports from the Group’s auditors relating to the accounting and internal controls in all cases having due regard to the interests of shareholders.
The Audit Committee meets at least four times a year and otherwise as appropriate and has unrestricted access to the Group’s auditors. Due to the size and complexity of the Group, the Audit & Risk Committee does not currently consider there is need for a separate internal audit function. The Chairman of the Audit Committee is Andrew Willetts.
The primary responsibility of the Appointments Committee is to approve proposals for senior appointments to the Company. The Appointments Committee seeks to identify the skills and experience required for the next stage in the Company’s development. The Committee would support the Chairman in taking the steps to remove any underperforming executive or Non-executive Director. The Appointments Committee meets as required. The Chairman of the Appointments Committee is Christopher Lyons.
The primary responsibility of the Remuneration Committee is to review the performance of the Directors and determine the terms and conditions of service of senior management and any director appointed to the Board, including the remuneration of and any grant of options to such person. Remuneration arrangements are designed to motivate the right behaviours and to align with and support the implementation of Company strategy and effective risk management for the long term. The Remuneration Committee meets at least once a year and otherwise as appropriate. The Chairman of the Remuneration Committee is Stephen Minion.
The Directors will comply with Rule 21 of the AIM Rules and Rule 71 of the NEX Exchange Rules for Issuers relating to directors’ dealings and will take all reasonable steps to ensure compliance by those of the Company’s employees to whom the AIM Rules and NEX Exchange Rules for Issuers apply. The Company operates a share dealing code for directors and employees in accordance with the AIM Rules and NEX Exchange Rules for Issuers.
Corporate adviser and broker
WH Ireland Limited
24 Martin Lane
London EC4R 0DR
Lloyds Banking Group
Berkshire SL1 1DH
Addleshaw Goddard LLP
One St Peter’s Square
Manchester M2 3DE
Grant Thornton LLP
3140 Rowan Place
John Smith Drive
Oxford Business Park South
Oxford OX4 2WB
Link Market Services Limited
34 Beckenham Road
Kent BR3 4TU
AIM Rule 26 / NEX Exchange Rule 75
The following information is being disclosed for the purposes of AIM Rule 26 and NEX Exchange Rule 75 and was last updated on 20 August 2018:
The Company is subject to the UK City Code on Takeovers and Mergers.