ANNUAL REVIEW 2009 / 2010 Q Boxindex Title Text
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The Quoted Companies QAlliance ANNUAL REVIEW 2009 / 2010 Q BoxIndex title text QCA Officers and Advisors 4 About the Quoted Companies Alliance 5 Chairman’s Statement 6 Chief Executive’s Report 8 Treasurer’s Statement 10 Reports of the Sub-Committee Chairmen Corporate Finance Advisors 11 Corporate Governance 12 Financial Reporting 13 Legal 14 Markets and Regulations 15 Marketing and Communications 16 Share Schemes 17 Tax 18 Committee Members and Their Work 19 Review of This Year’s Events 22 QQCA Members 25 3 BoxQCA title Officers text and Advisors QCA Officers and Advisors President The Rt Hon Lord Strathclyde P.C. (until December 2009) Brian Winterflood (from January 2010) Chairman Donald Stewart, Faegre & Benson LLP Treasurer Fiona Kelsey, PricewaterhouseCoopers LLP Chief Executive Tim Ward Executive Committee (as of 30 June 2010) Andy Brough, Schroder Investment Managerment Ltd Nigel Burton, Advanced Power AG Paul Clarke, Brookwell Limited (Deputy Chairman) Rob Collins, Evolution Securities Jonathan Eardley, Share Resources Michael Higgins, KPMG LLP Harry Hyman, Primary Health Properties plc Jeremy Landau, K & L Gates Paul Lee, Hermes Equity Ownership Services Ash Mehta, Orchard Growth Partners Limited Katie Morris, Brewin Dolphin Securities Limited Julian Palfreyman, Winterflood Securities Theresa Wallis, LiDCO Group plc Paul Watts, Baker Tilly LLP Sub-Committee Chairmen (as of 30 June 2010) Corporate Finance Advisors Tom Price, Chief Operating Officer, Westhouse Securities Corporate Governance Edward Beale, Managing Director, City Group plc Financial Reporting Anthony Carey, Partner, Mazars LLP Legal Nicholas Narraway, Consultant, Moorhead James LLP Marketing & Communications Leslie Copeland, Chief Executive Officer, Vitesse Media plc Markets & Regulations Stuart Andrews, Director, Corporate Finance, Evolution Securities Share Schemes Nicholas Stretch, CMS Cameron McKenna LLP Taxation Bernard Sweet, Consultant Bankers Barclays Bank plc HSBC Investec Bank Auditors BDO LLP 4 BoxAbout title the text Quoted Companies Alliance The Quoted Companies Alliance (QCA) is the and help improve investment in small and mid-cap membership organisation that works for small and quoted companies through promoting vibrant, mid-cap quoted companies in the UK and Europe to healthy and liquid capital markets. promote and maintain vibrant, healthy and liquid capital markets. The QCA has three main activities: The QCA represents small and mid-cap quoted I Lobbying: We successfully lobby on and raise companies outside the FTSE 350 including those on awareness of regulatory and tax issues that are AIM and PLUS Markets. The small and mid-cap important to small and mid-cap quoted companies. quoted sector is vital to the UK economy – there are We carry out this work through our eight committees. nearly 2,000 such companies, representing 85% of all quoted companies. I Education: We help the sector to understand and We are an independent membership organisation, implement new rules and promote best practice founded in 1992 (originally known as CISCO), and are through our extensive guidance booklet series and funded by our membership. Our membership consists topical seminars. of small and mid-cap quoted companies, their advisors, investors, companies aspiring to join a UK I Networking: We provide a forum for small and equity market and other market participants. mid-cap quoted company directors to network and share ideas with other directors, fund managers, What we do brokers and advisors. Through our events, we help put The QCA is the thinking department for the small and small and mid-cap quoted companies in touch with mid-cap sector. We exist to ensure that the regulatory leading players in the markets. burden does not fall disproportionately on the sector The QCA Team Tim Ward Chief Executive Hayley Zeff Head of Marketing & Membership Samantha Green Marketing & Membership Executive Simon Redfern Marketing & Membership Kate Jalbert Head of Policy & Communications Chris Stapeley PA to Chief Executive and Office Manager 5 BoxChairman’s title text Statement I am pleased to present the Annual Review for top of the political agenda and the QCA has never the Quoted Companies Alliance for the year ended 30 been in a better position to get its message across in June 2010. Whitehall. This period includes ten months under the direction of our new Chief Executive, Tim Ward and Committee Work five months under the Presidency of Brian All of our committees have responded well to the Winterflood. demands made of them by the endless flow of consultation papers. In his Chief Executive’s report, Donald Stewart Results Tim has outlined the key issues which they have dealt The dire state of the markets and the absence of IPOs with during the last twelve months. has continued over the last 12 months. While that has However to single out just one thing we have been affected our finances, we have managed to keep things working on over that period, I would like to mention in check and continue to run a fairly tight ship. the significant achievements we have made in our However during the year to June 2010, we have made lobbying efforts on the Prospectus Directive. While it a sizeable investment in our new website and there will be sometime yet until the benefits of the increased will be some further expenditure on that during the limits on fundraising and the number of persons to current financial year. whom a document can be sent before the prospectus I hope all our members will make good use of the rules bite, the die is cast. We have worked effectively enhanced facilities the new website will provide. with others in the field including the London Stock Our sponsors have once more helped us balance Exchange, HM Treasury and EuropeanIssuers. our books over the year by supporting our various However the task is far from over as the next level publications and events. I would like to thank them, involves putting flesh on the bones of what a as without their help, we would not be able to ‘proportionate’ disclosure regime for rights issues and continue to operate without cutting back significantly companies with ‘reduced market capitalisation’ will on our services, events and publications. look like. I take my hat off to Tim and the team for the minor membership miracle they have produced over the last Europe 12 months. In view of the extremely tough time our We can be sure that the future will involve far more sector is going through, we had budgeted for a work in Europe. We will continue to present our case significant reduction in membership numbers. In as part of a European tapestry of growth markets spite of those who have discontinued their providing an alternative for SMEs to mainstream membership, we have actually managed to increase bank lending, during a time when the availability of the number of full corporate and advisor members bank facilities is diminishing. over that period. During the year we provided evidence to Fabrice This is a very important time for the future of the Demarigny, who was commissioned by the French small and mid-cap market, and I believe that our Finance Ministry to report on smaller company members appreciate what we do and see the value in listings in Europe. We are continuing to support his maintaining their membership and relationships with findings in the EU. us. Not only has the flow of EU consultation papers Outlook increased over the last 12 months, with the At a time when it is vital that the issues facing the Commission trying to catch up on its own small and mid-cap markets are powerfully and commitments to review the financial services action articulately represented, the QCA could not be in a plan directives, things have also changed domestically. stronger position. We are working closely with HM With the election and the formation of a coalition Treasury and BIS as they set a course to try and create government, it is clear that the issues facing small and an environment which supports the provision of mid-cap quoted companies are now pretty close to the external capital to businesses. In Europe, our 6‘ ‘ relationship with the European Commission, Tim’s opportunity and owe considerable thanks to very recent appointment to EuropeanIssuers’ board and many people who have supported the QCA and me in our work with Fabrice Demarigny, give us a valuable my role over the last three years. platform to get our case across. In particular I would like to thank the members of We must keep up the good work which has got us the Executive Committee, all the staff at Kinghorn into this position. Street, our past Chief Executive John Pierce, our past We must also keep up our efforts to increase our President Lord Strathclyde, Tim Ward and Brian membership. The weight of our voice depends on the Winterflood, their respective successors. breadth of our membership. In handing on the position of Chairman to Fiona Kelsey, I know that the QCA will be in safe hands. Moving on Donald Stewart As I finish my term as Chairman I consider myself Chairman very lucky to have been appointed to this position by Partner,Faegre&BensonLLP the Executive Committee. I have hugely enjoyed the 7 BoxChief title Executive’s text Report We have all experienced a tough year edition of our corporate governance guide, Corporate economically and I am pleased to report that the GovernanceGuidelinesforSmallerQuotedCompanies Quoted Companies Alliance has managed to achieve (September 2010). And we have more in the pipeline more than ever before. Membership is beginning to for the upcoming year! increase and our activities and effectiveness are developing strongly. John Pierce left the organisation I Events: Our calendar of events this year has been in a good state. full of a mixture of both new events and old We have a new President, Brian Winterflood, who ‘favourites’.