The Quoted Companies Alliance Annual Review 2008/09
The QCA works for small and mid- cap quoted companies in the UK and Europe to promote and maintain vibrant, healthy and liquid capital markets.
6 Kinghorn Street London EC1A 7HW
Tel: 020 7600 3745 Fax: 020 7600 8288
[email protected] www.quotedcompaniesalliance.co.uk
1 Index
QCA Officers and Advisors 3
About the Quoted Companies Alliance 4
Chairman’s Statement 5-6
Chief Executive’s Report 7-8
Treasurer’s Statement 9
Reports of the sub-committee chairmen:
Accounting Standards Committee 10
Corporate Governance Committee 11
Legal Committee 12
Marketing and Recruitment Committee 13
Markets and Regulations Committee 14
NOMAD Committee 15
Share Schemes Committee 16
Tax Committee 17
Committee Members and Their Work 18-21
QCA Members 22-23
2 QCA Officers and Advisors
President The Rt Hon Lord Strathclyde P.C.
Chairman Donald Stewart, Faegre & Benson LLP
Treasurer Fiona Kelsey, PricewaterhouseCoopers LLP
John Pierce (until 28 August 2009) Chief Executive Tim Ward (from 1 September 2009)
Executive Committee (as of 30 June 2009)
Andy Brough, Schroder Investment Management Ltd Paul Lee, Hermes Nigel Burton, Advanced Power AG Mark McBride, Utek Corporation Paul Clarke, Brookwell Limited (Deputy Chairman) Ash Mehta, Orchard Growth Partners Limited Rob Collins, Evolution Securities Katie Morris, Brewin Dolphin Securities Limited Jonathan Eardley, Share Resources Elaine New, Seven Arts Pictures plc Michael Higgins, KPMG Julian Palfreyman, Winterflood Securities Bob Holt, Mears Group plc Theresa Wallis, LiDCO Group plc Harry Hyman, Primary Health Properties plc Jeremy Landau, K & L Gates
Sub-Committee Chairmen (as of 30 June 2009)
Accounting Standards Tim Gordon, Ernst & Young LLP Corporate Governance Edward Beale, City Group plc Legal Nicholas Narraway, Moorhead James LLP Marketing & Recruitment Leslie Copeland, Vitesse Media plc Markets & Regulations Stuart Andrews, Evolution Securities NOMAD Tom Price, Evolution Securities Share Schemes Nicholas Stretch, CMS Cameron McKenna LLP Taxation Bernard Sweet, Consultant
Bankers
Barclays Bank plc HSBC
Auditors BDO Stoy Hayward LLP
3 About the Quoted Companies Alliance
Principal Activities
We work for small and mid-cap quoted companies in the UK and Europe to promote and maintain vibrant, healthy and liquid capital markets.
The principal objectives of the Quoted Companies Alliance are:
• Lobbying the Government, Brussels and other regulators to reduce the costly and time consuming burden of regulation, which falls disproportionately on smaller quoted companies.
• Promoting the smaller quoted company sector, taking steps to increase investor interest and improve shareholder liquidity for companies in it.
• Educating companies in the sector about best practice in areas such as corporate governance and investor relations.
• Providing a forum for small and mid-cap quoted company directors to network and discuss solutions to topical issues with their peer group, sector professionals and influential City figures.
The QCA Team
Tim Ward Chief Executive (as of 1 September 2009)
John Pierce Chief Executive (retired 28 August 2009)
Hayley Zeff Head of Marketing & Membership
Samantha Green Marketing & Membership Executive
Charlotte Jenkins Marketing & Membership Coordinator
Mark Prince Director of Member Services
Kate Jalbert Head of Policy & Communications
Chris Stapeley PA to Chief Executive and Office Manager
4 Chairman’s Statement
I am pleased to present the Annual Review for the Quoted Companies Alliance for the year ended 30 June 2009.
Results Like everyone else operating in the small and mid-cap quoted company sector, the QCA has been affected by the dire state of the markets and the absence of IPOs over the last 12 months. However our prudent policy over previous years of deliberately building up our reserves during the good times is proving to have been prescient, leaving us in a fairly sound financial position.
Again our sponsors have helped us balance our books over the year by supporting our various publications and events. I would like to thank them as without their help we would not be able to continue to operate without cutting back on our services, events and publications. Chairman - Donald Stewart We continue striving to increase our membership. However, just as many of our members are experiencing cut budgets, we have experienced an overall reduction in membership in the last 12 months. While we are also budgeting for a further reduction in membership numbers over the next twelve months, early indications are showing that things might not be quite as bad as we might have feared. Clearly our members appreciate what we do and see the value in maintaining their membership and relationships with us.
Committee Work I thank all our committee members who give so much time and talent in support of small and mid-cap quoted companies. The flow of consultation papers seems never ending. The many issues we have tackled in the last twelve months include having a number of our proposals to ease the impact of the current economic crisis included in the Chancellor’s Pre-Budget Report last November and having four of our proposals incorporated in the European Commission’s review of the Prospectus Directive. After the FT increased prices for its share quotation service, we secured a print-only subscription option without a price increase.
But the work continues. Quoted companies will be faced with a raft of new regulation resulting from the recent financial turmoil. While the global economic crash was not a result of regulatory failure, increased regulation seems to be the only response politicians can agree on.
Last November, we participated in HM Treasury and the FSA’s joint review of Rights Issues. The Walker Review of corporate governance in the UK banking industry will undoubtedly impact the Combined Code, which is also currently under review. I suspect this is just the first skirmish in the foothills of a mountain of new regulation, which could see every aspect of the current regulatory system turned on its head.
We have continued inviting external participants to attend committee meetings helping increase our profile and dialogue with regulators and politicians. Last October committee members met with Philip Hammond MP, Shadow Chief Secretary to the Treasury, before making a successful visit to the European Commission in November. In February, Dr Vincent Cable MP, Liberal Democrat Shadow Chancellor, attended our Executive Committee meeting.
Publications Last October, following consultations with the Association of British Insurers, we launched A Guide to Better Communication Between Small Companies and Big Investors, encouraging better communication between smaller quoted companies and their major shareholders. In February, we launched Audit Committee Guide for Smaller Quoted Companies, covering Audit Committees’ and their Chairmen’s responsibilities and Audit Committee reports. More recently, we published the third edition of our two guidance booklets on Employee Share Schemes – Rewarding Enterprise III, Guidance for Companies on Employee Share Schemes and Guidance on Institutional Investor Guidelines for Share Incentive Schemes.
I must thank all the contributors to our guides for their hard work in getting them published. The guides help members and enhance our reputation as the voice of small and mid-cap quoted companies. The sale of guides continues to supplement our earnings.
Continued overleaf
5 Chairman’s Statement (continued)
Events Our events provide popular networking opportunities amongst members. The President’s Reception at the House of Lords in June was well attended and the Annual Dinner in September is looking like it will be another sparkling occasion. We are planning a full set of Regional Forums to create opportunities for companies and advisors to discuss topical and significant issues, though economic conditions have taken their toll on attendances at some of these events. We have also run seminars during the year, including our roundtable in March to discuss bank’s attitudes to lending to smaller quoted companies, which followed on from our survey of members’ relationships with their banks in late 2008.
New Chief Executive It is fitting testimony to John Pierce that it has taken a significant amount of time this year to find a suitable candidate to replace him as Chief Executive when he retired at the end of August. We were fortunate in receiving many applications from extremely capable candidates. I thank John for his many years of hard work and dedication to the cause of smaller quoted companies and wish him a long and happy retirement. It also gives me great pleasure to welcome Tim Ward as our new Chief Executive.
Staff It goes without saying that the QCA would not function without the efforts of the staff in Kinghorn Street. We have a great team who have put in another sterling effort over the last year.
Outlook The QCA continues to build in its role as the recognised voice of UK quoted companies, not just in the UK but also in Europe. And its voice has never been needed more than now. The regulatory environment is set for a period of turmoil on all fronts as politicians continue to provide action in response to the dire economic situation. We need to do everything we can to provide small and mid-cap quoted companies with a voice in the debate.
In normal circumstances, this would be my second and final report to you. However the Executive Committee has asked me to stay on for another year while Tim gets his feet firmly under the table.
I would like to round up by thanking the other members of the Executive Committee, Paul Clarke, my deputy and our President Lord Strathclyde. I am greatly looking forward to this third year and to reporting to you again next year.
Donald Stewart Chairman Partner, Faegre & Benson LLP
6 Chief Executive’s Report
The general economy is still in a very fragile state and the release of credit by the banks to both commerce and individuals is still too little (and in some cases too late). The pressure on quoted companies to recapitalise to see themselves through the recession is intense, whilst market conditions have deterred small cap IPOs altogether.
Against this background, we have been battling to ease the whole process of raising capital for both quoted companies and those planning to come to the market.
The European regulations covering the issuing of shares to the public – the Prospectus Directive – have been under review since last Autumn and although we have tried to inject some urgency into the review to reflect market conditions, the wheels of Brussels turn slowly, and even more so at present as they focus on Chief Executive - John Pierce the fall-out from the credit crunch, the banking crisis, etc... .
Our proposals to simplify the process of raising relatively small sums, i.e. up to €10 million, was supported by the CBI, London Stock Exchange (LSE), issuer groups in Germany and France, as well as the pan-European association, EuropeanIssuers. We are still awaiting the outcome.
During Autumn 2008, parallel efforts were being made to simplify the regulation of Rights Issues. Our proposals were directed both at the European Commission and a UK joint review by the FSA and HM Treasury. We suggested a less complex process that would speed up such money raisings and also reduce the costs involved. We hope an announcement will be made soon.
The work we are doing with EuropeanIssuers (the 14 country group of listed company associations, of which we are founder members) has undoubtedly led to a much greater awareness and understanding in Brussels of the smaller quoted company community across Europe and the need for more focused regulation leading to a reduction in the cost of capital and maintaining a market listing. Commissioner McCreevy referred to the importance of smaller quoted companies to the EU in his speech at the 2008 QCA Annual Dinner. The timing of this new attitude is important as each of the main parts of the Financial Services Action Plan are due for review over the next year or so; these will include the Transparency Directive and Market Abuse Directive.
Work continued successfully on many other topics. Our focus as always in each case is, ‘is this regulation justified?’; if so, apply it to small and mid-cap quoted companies in a focused and proportionate manner, invoking the Better Regulations obligations of impact assessments each time.
2008/9 saw our participation in the following proposals:
• The Climate Change Act and the requirement to measure and report carbon emissions – The likely outcome is that this will not be mandatory after all an outcome we are happy with. • The Takeover Panel and overseas companies – We pointed out that AIM included a growing number of ‘overseas’ companies which fell outside the jurisdiction of the Takeover Panel. Investors may not be aware of this and it raised important corporate governance implications. This is still to be resolved. • Our 2009/10 budget proposals to the Chancellor focused on changes to reduce burdens for smaller quoted companies and to encourage EIS investment. Previously, we had proposed extending VCT rules to larger entities and secondary issues, but HM Treasury (HMT) rebutted these suggestions on the basis that the VCT rules broke EU State Aid provisions. We in turn contested this, but EU clearance has now been received, so we will renew our campaign. • The Financial Reporting Council (FRC) reviewed going concern statements. The revised proposals, reflecting our input from a number of meetings, are to be published soon. • An important part of the QCA calendar is the visit by a delegation from our Legal Committee to the European Commission. In November 2008, we met with senior Commission officials to press our case for the changes to the Prospectus Directive. Continued overleaf
7 Chief Executive’s Report (continued)
• AIM ‘microcaps’ – In the early part of 2009, the press ran a series of negative articles about AIM and the number of companies delisting; even suggesting AIM was in terminal decline! Separately, we were concerned (on behalf of the reputation of smaller quoted company markets) about the number of companies with tiny market values, and whether such companies were ‘suitable for’ or ‘appropriate to’ AIM – the formal test for admission or retention on the market.The outcome is the preparation of QCA guidance about ‘suitability’ developed by market participants, investors, exchanges and others, with a view to publish later in 2009. • We joined the protests at the proposal (without consultation) by HMRC to designate a ‘senior accounting officer’ in each ‘large’ company (which included QCA members) to be personally responsible (a la Sarbox) for a company’s tax records. The protests have been partially successful in limiting the companies now involved to those with turnovers in excess of £200m or balance sheet total of £2bn. • The two corporate governance reviews (the ‘Walker Review’ and ‘FRC Combined Code Review’), triggered by the banking crisis, are out for consultation. We are on alert to any over-reactions that may affect all quoted entities, e.g. restrictions on earnings or bonuses. • FSA Review of the Listing Regime – We have lodged our objections and await the outcome in Autumn 2009.
In addition to the above, we have responded to many other enquiries and consultations; these are listed on pages 18-21 in this Annual Review and in the reports of the sub-committee chairment.
New publications this year have been very successful; they include Audit Committee Guide for Smaller Quoted Companies, by Edward Beale and the Corporate Governance Committee; A Guide to Better Communication Between Small Companies and Big Investors, produced jointly with the ABI; updates of Rewarding Enterprise III: Guidance for Companies on Employee Share Schemes and Guidance on Institutional Investor Guidelines for Share Incentive Schemes from Nicholas Stretch and the Share Schemes Committee.
As always the Technical Committees have made a major contribution dealing with an ever evolving agenda of topics together with holding meetings with HMT, European Commission, BIS, Takeover Panel, IASB, various MPs, DEFRA, EFRAG, LSE and the FSA. Many thanks go to all concerned, but especially to the chairs of each group and in particular to Tim Gordon of Ernst & Young who has transferred to the United States and headed our Accounting Standards Committee; to Chris Broadbent for his chairmanship of the Marketing and Recruitment Committee; and to Richard Evans who led the NOMAD Committee. Welcome to their respective replacements: Anthony Carey, Mazars LLP; Leslie Copeland, Vitesse Media plc; and Tom Price, Consultant. My thanks also to Donald Stewart, Chairman, and Lord Strathclyde, President, for their guidance and support throughout the year.
And my very grateful thanks too, to the QCA Secretariat team, not only for the year under view, but, as this is my last report, for the preceding time where we have worked together to achieve much. I am leaving the QCA in the strong hands of my successor, Tim Ward. I wish him every success, and hope that he finds the job as enjoyable and rewarding as I have done.
The state of the economy referred to in my opening remarks is also impacting on our membership figures and income from sponsorships as our Treasurer’s Statement indicates. So in closing, I call on all small and mid-cap quoted companies, their advisors and investors to support the QCA in its commitment to a dynamic market environment, with appropriate regulation, for small and mid-cap companies. “Change will not come if we wait for some other person or some other time”.
John Pierce Chief Executive (outgoing)
8 Treasurer’s Statement
The income for the year ended 30 June 2009 was £507,920.
The total expenditure before taxation was £544,749. The tax charge was £6,264.
As a result, the QCA made a loss in the year before taxation of £36,829 (2008: profit £51,897). The main points of note in the accounts are as follows:
Subscription income was lower than last year by 10% because of decreases in the number of members in this difficult market. Increasing member numbers is a key objective for 2010, not only for the financial implications but to ensure we represent a good percentage of the market and a wide range of views.
The Annual Dinner continues to be a key event in the QCA calendar. The event Treasurer - Fiona Kelsey was well received and in addition to raising our profile it contributed £32,348 in profit (2008: £41,234). Expenditure, excluding Dinner expenses, was lower by £5,675 (1%), mainly as a result of tight control over all costs but particularly printing, publications and postage.
The retained accumulated surplus is £184,857.
Many of the QCA’s initiatives are carried out by committee members, who provide their time and resources to the QCA free of charge. Without the generosity of these members and the organisations that they work for, the QCA’s work would not be as widely known. This funding does not feature in the income and expenditure account, but is more significant to the QCA than the recorded expenditure.
Fiona Kelsey Treasurer PricewaterhouseCoopers LLP
9 Reports of the sub-committee chairmen Accounting Standards Committee
The QCA Accounting Standards Committee’s objectives are primarily to help QCA members deal with the practical challenges they face in connection with IFRS, UK GAAP and other reporting matters, and to influence the standard setters, principally the International Accounting Standards Board (IASB), in the development of their pronouncements.
In relation to the former, the committee meets with key stakeholders including the Accounting Standards Board (ASB), IASB, Department for Business, Innovation and Skills (BIS – formerly BERR), and analysts to educate them on the needs of the smaller quoted companies to ensure our members’ views are heard.
We have been able to make some important changes to benefit our members. We played a significant role in ensuring that the concept of stewardship was not lost (as was originally proposed) in the IASB’s conceptual framework. We also Tim Gordon - Chairman met with the IASB Trustee Sir Bryan Nicholson to encourage him to ensure the IASB takes account of smaller quoted companies’ needs, particularly in relation to whether the benefit of change outweighs the cost of implementation. We are pleased that the constitution was revised to specifically cover this point.
Recently we met the IASB to discuss the changes to the leasing and revenue recognition standards and also challenge them on the financial statements presentation standard. They listened to our views and we are hopeful that the new standards will reflect the concerns we have about the additional burden some of the proposed changes will have on smaller companies.
Other guests that we met with this year include Ian Wright of the Financial Reporting Council, Stephen Cooper, Board member of the IASB, Andy Brough of Shroder Investment Management, Umerah Akram of the London Stock Exchange, Ian Mackintosh of the ASB, Stig Enevoldsen and Paul Ebling of EFRAG, and Peter Clark of the IASB.
We are looking for more ways of interacting more effectively with members on issues that matter to them and are also keen to get more industry representation on our committee. If anyone has any thoughts or would like to join the committee, please email [email protected].
I want to put on record my thanks to committee members for their contribution over the year. I have enjoyed my time as Chairman but now hand the Committee (which has been renamed the Financial Reporting Committee to more appropriately describe our remit) over to the secure hands of Anthony Carey.
10 Reports of the sub-committee chairmen Corporate Governance Committee
Objectives Audit Committee Guide The Committee In February, we published the Audit Committee Guide has two objectives. for Smaller Quoted Companies, designed for use by new The first is to Audit Committee Chairmen, but which we hope will be represent QCA useful to all involved with audit committees. The guide members in debate addresses: the composition and management of the Audit about Corporate Committee, the accounts cycle and managing auditors, Governance, seeking and internal control and risk management. It also to ensure that rules includes a suggested list of agenda items to be covered are kept to a minimum by the Committee and guidance on the preparation of an and can be applied Audit Committee report. in a practical manner by companies Complexity in Financial Reporting of all sizes. Our The Financial Reporting Council has recently issued a Edward Beale - Chairman other objective consultation paper entitled Louder than Words (Principles is to increase awareness among the QCA corporate and actions for making corporate reports less complex membership of the spirit underpinning all the rules and and more relevant), with a response date of 30 October. guidance, and promote the adoption of high standards of We welcome this report and will be engaging fully in the corporate governance. debate about what information should be reported and how that information should best be communicated. The Committee’s activity centres on the Combined Code, the Business Review and other legislation, often driven The Business Review by the EU. We continue to monitor and engage in discussions surrounding the reporting of carbon emissions. Our Committee Membership objective is that any information that needs to be published The Committee composition has changed little during is meaningful and useful for shareholders. We do not the year. Natural wastage mainly as a result of job want small companies to be subject to burdensome changes has created some vacancies, and we have regulation, be required to publish yet more immaterial been fortunate to attract a good mix of new members to information, or be used as guinea pigs. fill those vacancies. We remain interested in finding new members with experience preparing or using accounts. Auditor Liability Limitation Agreements We have been unenthusiastic about auditor liability The Combined Code limitation agreements as we find it hard to identify We are concerned that the Combined Code’s current benefits for shareholders, particularly smaller company review will be a wasted opportunity and so we will be shareholders. We are relieved that these are not being providing ongoing input to try to achieve a workable imposed on companies. code, which encourages shareholder regulation of companies and is ‘outcome orientated’. The Code is not Other Consultations ‘outcome orientated’ at present and the danger is that it We have also responded during the year to other becomes less so as a result of the current review. The consultation requests from the FRC, the FSA and the Code is already far too often perceived as a set of rules, EU. rather than guidance, and the recent Walker Review has produced a set of recommendations for changes that Outlook risk increasing the attention on processes rather than Our focus in the short term is on the review of the outcomes. Combined Code and once that has been completed we will recommence work on updating our guidance. We will As is so often the case, the recent financial crisis has led also be engaging fully in the debate about Complexity in to a desire for regulators to be seen to be taking action, Financial Reporting. and we all need to be careful that proposed changes actually improve our system of shareholder regulated The EU is looking at risk reporting and internal controls corporate governance. and we will be active in any debates on these issues.
Combined Code Guide We commenced work on updating the QCA’s Guidance for Smaller Quoted Companies - The Combined Code on Corporate Governance, for companies listed on the Main Market, but this has been put on hold until the changes to the Code have been finalised.
11 Reports of the sub-committee chairmen Legal Committee
Over the last year, we have responded to various consultations, including those on the implementation of the Shareholder Rights Directive into UK law, the EU’s review of the Market Abuse Directive, the EU’s review of the Prospectus Directive, the Financial Services Authority’s (FSA) review of the structure of the listing regime, and changes made to the AIM Rules for Companies.
On our now annual visit to Brussels last November, we focused on the Prospectus Directive review and sounded out the EU Commission on areas of change. It is clear that the QCA is now a well recognised body in Brussels and had productive meetings with the Commission – but they have made it clear that they need to see the evidence for change to make our case, not just hear our views. Members are encouraged to contact us with specific problems and concerns.
Following that visit, we have had productive discussions with the FSA on our Nicholas Narraway - Chairman proposals for changes to the prospectus regime. The FSA are supportive of the suggestion that the €2.5 million threshold for a prospectus should be raised to €10 million, which would assist smaller companies making secondary fundraisings in particular. We wait to hear what the EU will make of this suggestion, but it is only one of a number of areas that need to be reviewed and simplified to assist smaller companies in the current climate. We also discussed changes to the rights issues regime, where we support the concept of a simplified prospectus.
Committee members are very conscious of the hurdles to doing deals faced by smaller companies and the burden of regulatory requirements, particularly for ‘microcap’ companies on AIM, which can effectively be priced out of transactions. We would like to hear from any member companies that have been affected in this way by regulatory requirements. If we are to lobby for an easing of regulations, we need to support our proposals with all the evidence we can lay our hands on.
We continue to liaise with the Corporate Governance Committee in particular, attending each other’s meetings and working together on consultation responses where appropriate. Our members also take part in ad hoc groups looking at general issues from time to time, for example the FRC’s consultation on guidance to directors on ‘going concern’ statements.
We have met with Department of Business, Innovation and Skills (BIS), PLUS Markets and the FSA this year, as well as with PSQ Analytics and Kevin Desmond, the UK representative on CESR’s Prospectus Level 3 Committee, who discussed the work of CESR and their position within the regulatory framework.
We discussed the implementation of the Shareholder Rights Directive with BIS, taking the opportunity to point out ways in which we thought some of the deficiencies in the drafting of the Companies Act 2006 could be addressed. We also discussed BIS’s agenda looking forward.
PLUS Markets continues to make progress, particularly for companies that would now be considered too small or early stage for AIM. They will be able to introduce a ‘standard listing’ once the FSA’s changes to the listing regime come into effect, which would provide a very cost-effective way of obtaining a ‘listing’ if that is what is required.
The committee continues to enjoy a wide and enthusiastic membership, and my thanks go to all those who have hosted meetings through the year, regularly attended our early morning meetings and given so freely of their time and considerable talents. Their efforts have played no small part of the increasing influence that the QCA enjoys.
We would be very happy to hear from lawyers in industry who would like to join the committee and provide an industry perspective.
12 Reports of the sub-committee chairmen Marketing and Recruitment Committee
The singular goal of the Marketing and Recruitment Committee is to increase the number of paying corporate and advisor members to the Quoted Companies Alliance. The fees secured by the excellent efforts of the QCA marketing team fund the invaluable work this organisation undertakes to protect and promote the interests of smaller quoted companies.
Of course, in addition to raising funds and boosting membership, the Marketing and Recruitment Committee has the daunting task of increasing the awareness of the overall organisation within the wider business, media and political community, thereby further safeguarding the interests of its members. It goes without saying that it has achieved tremendous success this year in this task.
That said, the past 12 months have presented very difficult challenges to those Leslie Copeland - Chairman tasked with improving the membership of this organisation. IPO activity almost completely dried-up, the number of smaller quoted companies on AIM and other markets reduced, and every company in every sector felt the full impact of the recession.
The Quoted Companies Alliance was not immune from the downturn, and membership was adversely affected. But, it’s fair to say that this committee’s efforts ensured that the actual reduction in paying members was down only around 10 per cent – a creditable performance that deserves widespread applause.
A large reason why membership has proved robust is the simple fact many small and mid-cap quoted companies – and the professional advisors which they retain – readily acknowledge the Quoted Companies Alliance’s core achievements. It is a fact that deserves much repetition that, since its inception in 1992, it has successfully lobbied to reduce regulation affecting quoted companies, saving such ventures around £150k each year.
In tandem with this unique accomplishment, the Quoted Companies Alliance has produced some of the most comprehensive guides and research documents for executives leading smaller quoted companies – not to mention an array of rich networking opportunities.
The achievements and output of the committee this year include:
• Formulating strategy with regards to recruitment, the pricing of membership and specific ideas on targeting particular sub-sectors of the quoted company arena • Improving membership benefits • Securing partnerships, joint ventures and third party alliances for the QCA • Maintaining the QCA’s media profile • Continued output of Voice, the QCA’s respected quarterly periodical • Production of invaluable management tool booklets including: Guidance for Companies on Employee Share Schemes; Audit Committee Guide for Smaller Quoted Companies; and A Guide to Better Communication Between Small Companies and Big Investors • Maintenance of www.quotedcompaniesalliance.co.uk • The continuation of the successful – and very well attended – Fund Manager Lunch Programme, Market Maker Lunch Programme, Finance Directors’ Dinner, President’s Reception, the Non-Executive Director Programme and the Annual Dinner
It goes without saying that John Pierce’s professionalism and dedication made the Marketing and Recruitment Committee’s work much easier, while the indefatigability of Hayley Zeff ensured much was achieved. Of course, I would like to take this opportunity to also thank all the committee members who freely give their time to the organisation. Without their sacrifice, much would have remained undone.
13 Reports of the sub-committee chairmen Markets and Regulations Committee
It has been an interesting year for the Markets and Regulations Committee. The unprecedented events of September and October 2008 have led to a review of a number of market practices and opened up further avenues for us to explore with respect to the representation of smaller quoted companies. By far the largest piece of work was our response to the European Commission’s Prospectus Directive Review.
Much time was spent on the Prospectus Review in the early part of 2009 as well as HM Treasury’s Rights Issue Review Group report and the Financial Services Authority’s (FSA) paper on Rights Issue Subscription Periods, which were a direct result of the financial crisis and the attempts of various fully listed banks to raise additional capital. Each of these papers raised issues and opportunities to help improve the current situation for smaller quoted companies. A formal response was made on each of these papers and our work was a product of both debate amongst the committee members and dialogue with other QCA Committees. Stuart Andrews - Chairman
In total, we examined six papers as a Committee, details of which are set out below:
• FSA – Transparency as a Regulatory Tool • FSA CP08/18 – Regulatory Fees & Levies 2009/10 • FSA CP09/4 – Rights Issue Subscription Periods • FSA CP08/21 – Listing Rules Review • European Commission – Prospectus Directive Review • European Commission – Market Abuse Directive Review
Copies of the above submissions can be found on the QCA’s website at www.quotedcompaniesalliance.co.uk/ submissions.asp.
As well as reviewing the above papers, representatives of FTSE and the FSA have attended our Committee meetings throughout the year providing food for thought and further areas to explore. We have also been very fortunate to have access to individuals, such as Adetutu Odutola of the FSA to help us formulate our responses to many of the papers listed above, particularly the European Commission’s Prospectus Review, and David Lawton of the FSA, who has visited the committee twice in the past year to give us a general update on the FSA’s current policy and work.
The Committee continues to meet once a month and to take advantage of opportunities to further its work for smaller quoted companies. It looks forward to the results of the review of the Prospectus Directive and to continuing lobbying to make it easier for smaller companies to access capital from its existing shareholders – whether institutional or private individuals.
I would like to express my thanks to all committee members for their time and input in considering and debating the many issues bought to their attention and for reviewing and responding to the various consultation documents and other publications.
14 Reports of the sub-committee chairmen NOMAD Committee
The NOMAD Committee represents members of the Nominated Adviser (“NOMAD”) community on regulatory and practice issues relating to both their AIM work as well as more general financial advisory and broking matters affecting the small and mid-cap quoted company sector.
The past year in the equity capital markets has of course continued to be tough for companies and their advisors. However, the rallies of recent months have finally moved many share prices from the depths and the wave of balance sheet- strengthening rights issues that started with the banks in Autumn 2008 is now moving through the ranks of AIM. On the other hand, with the restricted flow of debt facilities, m&a activity remains fragile and, despite much talk, it remains unclear to whether 2010 will be fruitful for IPOs.
During the year, the NOMAD Committee drafted the QCA’s response to AIM Tom Price - Chairman Notice 30 on Investment Companies. The Committee was, on the whole, strongly supportive of the proposals.
The Financial Services Authority’s (FSA) recent consultation on amending the listing regime has also been discussed, as a potential threat to the future of the AIM market. It is noted that the proposed “Standard Listing” option will offer smaller companies a listing opportunity with, in most cases, fewer ongoing obligations. The outcome is awaited.
Our work continues on a new QCA guide on the suitability of companies for joining a public market. The booklet is currently being reviewed by a number of fund managers and should be ready for publication by the end of the year.
Lucy Leroy, Head of AIM Regulation, and Marcus Stuttard, now Head of AIM, attended the March Committee meeting. We discussed their views on the proposed new listing regime, the Prospectus Directive consultation, and shared their concerns on the difficulties faced by smaller AIM companies in the current environment.
A key agenda item continues to be the overall shape and health of AIM, with its 1,400 companies traded, of which some 30% are ‘microcaps’ with market capitalisations below £5 million and 69% under £25 million (as at 30 June 2009). With a current lack of investor interest in such small companies and consequential poor liquidity, many find themselves expensively trapped on the market with few benefits flowing back. The QCA has sought to engage both the NOMAD community and the London Stock Exchange in addressing what solutions may apply to this complex issue.
Richard Evans, previously of Brewin Dolphin, held the chairmanship of the Committee for the first part of the year and I took over in March. I would like to thank him and all the committee members who give their time.
15 Reports of the sub-committee chairmen Share Schemes Committee
The Share Schemes Committee supports member companies’ operation of their employee share schemes. Our work has principally been conducted through committee meetings and engaging with guest speakers.
This year, committee members met Philip Hammond MP, the Shadow Chief Secretary to the Treasury, at a joint Tax Committee meeting, and Vince Cable MP, the Liberal Democrat Shadow Chancellor and Deputy Leader, at a QCA Executive Committee meeting. In those meetings we promoted our belief that many QCA members would benefit from being able to access some of the share scheme benefits available to even smaller companies to assist them to compete effectively against larger groups. We also reported that the failure to index many of the HMRC approved plan limits in line with price inflation, let alone pay inflation, in recent years was harming the schemes in that they were losing respect and applicability, while experience had shown that wider employee ownership Nicholas Stretch - Chairman contributed significantly to productivity gains and employee involvement. On the whole, however, our ideas were not received enthusiastically as the backdrop to any consideration of the tax base is poor. Nonetheless, it is important to show how these benefits are appreciated and to keep dialogue open, as Vince Cable, in particular, is a known supporter of properly tailored employee share scheme participation.
Recognising that further tax breaks which cost the Treasury money are unlikely to be palatable, we have shifted our lobbying to focus on problems where companies routinely spend a significant amount of money avoiding tax traps, and so results in little tax collected. Our reasoning is that it would surely be much better if the tax trap was removed in the first place. Two particular issues which we have focused on have been: • Loans to employee trusts set up by companies controlled by five or fewer shareholders – Under relevant provisions, companies can be required to place an amount equal to 25% of the loan on deposit with the Revenue. These were provisions designed for owner-manager shareholders, but they can affect many AIM companies funding their employee trusts. Companies customarily get round the problem (with Revenue blessing) just by taking loans direct from banks or regularly rescheduling the loans, but the costs (legal and otherwise) can be considerable and it would make sense just to carve employee trusts out of the relevant legislation. • AIM companies being taken over and potentially losing valuable corporation tax relief for gains in options simply because they cease to be an independent company – This has now become a known ‘bear trap’ and so companies take steps to arrange for options to be exercised early, but the hassle in doing this is simply disproportionate and again it would be simpler just to carve AIM takeovers out of the relevant legislation (as is the case with companies on the Main Market).
These issues (and many others) affect many QCA members and increase their legal costs considerably and unnecessarily. Last summer, there was a ray of hope that the Revenue would still look favourably at measures which were tax neutral but saved business cost. It was therefore a short-term blow to us when the Revenue announced that these and other measures would be stalled due to ministerial pressure to keep the annual Finance Bill as short as possible. This effectively removes the opportunity in the short term to make any but the most essential changes to share scheme tax legislation, but we will continue to press on these points.
Our work has not been limited to tax though. We have had meetings with the ABI on how investor groups view share plans, dilution and other shareholder issues. We also received member presentations from Equiniti on the efficient management of share plans for smaller companies and how company secretaries and registrars can liaise effectively. Sanne Group also gave a presentation on the effective use of trustees. Many QCA members may baulk at using these services which clearly come at a cost, but we openly discussed how these could be minimised and the benefits maximised. It can be that for a small outlay the overall effectiveness of a plan can be significantly increased by cost- effective external administration, communication and tax savings, which can reduce company net costs and increase after-tax returns. We also contributed to the QCA’s Prospectus Directive review submission, supporting the move to place almost all employee offerings outside the Directive’s rigours, as it only acts to reduce the attraction of employee share schemes for smaller companies.
Finally, we have relaunched the two QCA guides dealing with employee share schemes. David Baxter of Hewitt New Bridge Street led on the booklet which discusses investor attitudes and Robert Postlethwaite of Postlethwaite & Co updated our booklet on the types of plans available. My thanks go to all who have helped with the committee’s work this year, but particularly to these two members.
16 Reports of the sub-committee chairmen
Tax Committee
The Tax Committee draws its membership from the wide variety of Legal and Accounting firms who are QCA members. Our work is driven by the annual cycle that the government follows of announcements made at both the Pre-Budget Report in December and the Budget Report, which usually comes in March, but this year was delayed until April. Both of these find final expression in the Finance Act, which finally became law at the close of July.
In the current economic climate our chief concerns are the stimulation of growth in the capital markets and the mitigation of cash flow problems. Alongside these pressing issues, we continue to press for progress on a variety of areas where the complexities of tax legislation impact on our sector.
Positive encouragement is required at both the corporate and the investor level. Companies need a simple and reliable taxation system that enables them to Bernard Sweet - Chairman focus on business growth rather than red tape. Potential investors should be encouraged by clear and simple incentives that are not hedged around by a labyrinth of conditions, many of which do not recognise the commercial reality of the investment world.
Despite a wide-ranging review of the Enterprise Investment Scheme’s terms and conditions, this resulted in little change. We were disappointed, as we had hoped to see a radical simplification in a scheme that is hide bound by petty regulations. In particular, we continue to press for changes that will enable the conversion of loans to equity to qualify for relief. We would also like to see changes in the regulations regarding VCTs, in particular opening up VCT investment to the secondary market. We also believe it would encourage more investment if assets of companies quoted on exchange-regulated markets qualified for inclusion in ISAs.
On the cash flow front, we have seen a small victory with the freezing of the proposed increase in the rate of tax applicable to small companies. In our view, much more radical measures are needed. The corporation tax system should be simplified enabling a significant decrease in tax rates applicable to both small and large companies. As an interim measure, we are also proposing an increase in the limits at which companies have to pay tax in quarterly instalments. Last year the Chancellor introduced a limited relief whereby companies could carry back losses. In our view, the measure was timid in limiting both the amount of losses that could qualify and the number of years that losses could be carried back. We have proposed that the limits be increased such that losses of £300k can be carried back over a period of four years.
The 2009 Finance Bill included two particular measures that are of great concern. In a move, which undermines the whole concept of limited liability, ‘Senior Accounting Officers’ of large companies are now to be made personally liable for failures in accounting systems. Although this measure will only apply to companies with a turnover in excess of £200m, we believe this to be an ill-conceived piece of legislation that will not enhance the relationship between HMRC and the business world; at best, it will simply involve yet more bureaucracy. Our concern is that it will lead to a lack of trust and openness between companies and the Revenue.
Another issue relates to the proposal to limit the finance costs that can be claimed in the UK by international groups. This measure has been introduced as a quid pro quo for the exemption of overseas dividend income. Whilst we have some sympathy with the purpose of the legislation, we have considerable concern that the precise terms of the legislation mean that UK groups will be forced to adhere to a compliance regime (involving record keeping and calculations), which cannot yield any additional tax.
At a time when the Treasury is struggling to maintain its own cash flow, we have to accept that simply pressing for a reduction in tax is not going to gain much of a hearing. However we will continue to press the point that the smaller quoted company sector has a dynamic part to play in generating economic growth. Thus a government with long-term vision will understand the benefit of measures designed to stimulate growth in this sector.
My thanks go to committee members for their tireless and stimulating support and to the QCA staff who provide invaluable assistance.
17 Committee Members and Their Work
Detailed below is a list of our Technical Committee members (as of 30 June 2009) and the consultations they responded to over the past year. Our thanks to our Technical Committee members, and the organisations that they represent, for freely providing their time and resources. Without them the QCA could not operate.
Accounting Standards Committee Committee Members: Tim Gordon, Ernst & Young LLP (Outgoing Chairman) Anthony Carey, Mazars LLP (Incoming Chairman) Peter Chidgey, BDO Stoy Hayward LLP Sarah Cox, Ernst & Young LLP Chris Goscomb, Cyril Sweett plc David Gray, DHG Management Shane Horsell, Ultimate Finance plc Chris Ogle, SQC Consultant Paul Watts/Bill Farren, Baker Tilly LLP Nick Winters/James Lole, Vantis plc John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance Chris Stapeley, The Quoted Companies Alliance
Consultation Papers Responded To: The Financial Reporting of Pensions – ASB Issues Discussion Paper on Financial Reporting Council: Future Directions Accounting Standards Board Discussion Paper – Reducing Complexity in Reporting Financial International Accounting Standards Instruments Board Review of the Constitution – Public Accountability and the Composition of International Accounting Standards the IASB’s Proposals for Change Committee Foundation An Improved Conceptual Framework for Financial Reporting: Chapter 1: The International Accounting Standards Objective of Financial Reporting And Chapter 2: Qualitative Characteristics Board And Constraints of Decision-useful Financial Reporting Information/ Preliminary Views on an improved Conception Framework for Financial Reporting: The Reporting Entity Forthcoming IASB Consolidation Exposure Draft – ASB/EFRAG Field Test/ Financial Reporting Council: Assessment Sheets Accounting Standards Board Review of the Constitution: Identifying Issues for Part 2 of the Review International Accounting Standards Committee Foundation Preliminary Views on Financial Statement Presentation Discussion Paper International Accounting Standards Board Preliminary Views on Revenue Recognition in Contracts with Customers International Accounting Standards Board
Corporate Governance Committee Committee Members: Edward Beale, City Group plc (Chairman) Mirza Baig, F & C Asset Management plc Nigel Burton, Advanced Power AG Anthony Carey, Mazars LLP Louis Cooper, Horwath Clark Whitehill LLP Clive Garston, Halliwells LLP Tim Goodman, Hermes Investment Management Limited Mark Harwood, Baker Tilly LLP Elaine New, Seven Arts Pictures plc Andrew Viner, BDO Stoy Hayward LLP Melanie Wadsworth, Faegre & Benson LLP Nick Wargent, K & L Gates
18 Committee Members and Their Work (continued)
John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: Choice in the UK Audit Market – Progress Report and Further Consultation Financial Reporting Council International Standards on Auditing (UK & Ireland) 700 (Revised) – The Financial Reporting Council: auditor’s report on financial statements Accounting Standards Board Audit Firm Governance – A Project For the Financial Reporting Council ICAEW/Financial Reporting Council Review of the Effectiveness of the Combined Code Financial Reporting Council
Legal Committee Committee Members: Nicholas Narraway, Moorhead James LLP (Chairman) Chris Barrett, Bird & Bird Richard Beavan/Martin Finnegan, Nabarro LLP Matt Bonass, Denton Wilde Sapte LLP Jennifer Carter-Shaw, Curtis, Mallet-Prevost, Colt & Mosle LLP Andrew Chadwick, Bircham Dyson Bell LLP Jonathan Deverill, Stikeman Elliott Jeannette Gregson/Rebecca Ferguson, Davenport Lyons Philip Lamb, Lewis Silkin LLP Hannu Mikkola, Rosenblatt Solicitors Kevin McCarthy/Ross Bryson, Mishcon de Reya LLP Laura Nuttall, McGrigors LLP Chris Owen, Manches LLP June Paddock, Faskin Martineau LLP Tom Shaw, Speechly Bircham LLP Donald Stewart, Faegre & Benson LLP Gary Thorpe, Clyde & Co Adam Walker, Farrer & Co John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: Stricter National Measures (Gold-Plating) in relation to the Directive European Commission on Transparency Requirements for Listed Companies – Request for Information Extension of the Statutory Regime for issuer liability (Davies Review) HM Treasury Implementation of the Directive on the exercise of certain rights of Department of Business, Innovation Shareholders in listed companies and Skills (BIS) (formerly BERR) Draft Regulations For Comment – The Companies (Share Capital and Department of Business, Innovation Acquisition by Company of its Own Shares) Regulations 2009 and Skills (BIS) (formerly BERR) Draft Statutory – The Companies (Shareholders’ Rights) Regulations 2009 Department of Business, Innovation and Skills (BIS) (formerly BERR) Review of Directive 2003/6/EC on insider dealing and market manipulation European Commission (Market Abuse Directive)/Questions for feeding the impact assessment
Marketing & Recruitment Committee Committee Members: Leslie Copeland, Vitesse Media plc (Chairman) Paul Blackmore, Olswang Peter Curtain, Allerton Communications Limited Linda Main, KPMG LLP Continued overleaf
19 Committee Members and Their Work (continued)
Andrew Pincott, Speechly Bircham LLP Mark Russon, London Stock Exchange plc Kiran Shah, The Character Group plc Deborah Medley-Foye, PLUS Markets Group plc John Pierce, The Quoted Companies Alliance Hayley Zeff, The Quoted Companies Alliance Samantha Green, The Quoted Companies Alliance
Markets & Regulations Committee Committee Members: Stuart Andrews, Evolution Securities (Chairman) Peter Allen, DWF LLP Satty Bains, London Stock Exchange plc Andrew Collins, Speechly Bircham LLP Jonathan Eardley, Share Resources Alexandra Hockenhull, Hockenhull Investor Relations Farook Khan, Pinsent Masons LLP Linda Main, KPMG LLP Richard Metcalfe, Mazars LLP Craig Nimmo, Brewin Dolphin Securities Limited Simon Rafferty, Winterflood Securities Limited Chris Searle, BDO Stoy Hayward LLP Peter Swabey, Equiniti Theresa Wallis, LiDCO Group plc John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: CP09/4 – Rights Issue Subscription Periods Financial Services Authority Review of the Prospectus Directive European Commission
NOMAD Committee Committee Members: Tom Price, Evolution Securities (Chairman) Azhic Basirov, Smith & Williamson Limited Richard Brown, Ambrian Partners Limited Richard Feigen, Seymour Pierce Limited Leslie Gregory, Memery Crystal LLP Richard Thompson, Charles Stanley & Co Ltd Susan Walker, KPMG LLP David Worlidge/Simon Clements, John East & Partners Limited Ray Zimmerman, Zimmerman Adams International Ltd John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: Stock Exchange AIM Notice (AIM 30) Proposed new AIM Rules for Investing London Stock Exchange plc Companies and Other Changes
Share Schemes Committee Committee Members: Nicholas Stretch, CMS Cameron McKenna LLP (Chairman) David Baxter, Hewitt New Bridge Street Fiona Bell, Memery Crystal LLP Daniel Blum, Eversheds LLP Chris Browne, KPMG LLP 20 Committee Members and Their Work (continued)
Stephen Chater, Addleshaw Goddard LLP Sara Cohen, Lewis Silkin LLP Will Cookson, Mazars LLP Jared Cranney, ISG plc James Dean, Osborne Clarke David Ellis/Amanda Flint, BDO Stoy Hayward LLP Katy Hoad, Equiniti Colin Kendon, Bird & Bird Tarl Lall, Charles Russell LLP Nigel Mills, MM & K Ltd Peter Mossop, Sanne Trust Company Limited Robert Postlethwaite, Postlethwaite & Co Nick Wallis, Smith & Williamson Limited John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: Anti-Avoidance Simplification Review HM Revenue & Customs
Tax Committee Committee Members: Bernard Sweet, Consultant (Chairman) Jason Collins, McGrigors LLP Tim Crosley, Memery Crystal LLP Dawn Elliott, KPMG LLP Stephen Lane, Fox Williams LLP Lorraine Law, PricewaterhouseCoopers LLP David Mellor, Horwath Clark Whitehill LLP Adrian Mole, Mazars LLP Neil Pamplin, Grant Thornton LLP Amanda Solomon, Charles Russell LLP Vijay Thakrar, Consultant John Pierce, The Quoted Companies Alliance Kate Jalbert, The Quoted Companies Alliance
Consultation Papers Responded To: Charter Consultation HM Revenue & Customs
Other Consultation Papers The QCA Responded To:
Discussion Paper 08/3 – Transparency as a Regulatory Tool Financial Services Authority Proposals for Future Arrangements for Funding the FRC’s Activities in Financial Reporting Council Relation to Accounting, Auditing and Corporate Governance Consultation Paper Consultation Paper setting out its Proposals to revise the Guidance for Financial Reporting Council Directors on Going Concern and Financial Reporting CP08/18 – Regulatory Fees & Levies: Policy proposals for 2009/10 Financial Services Authority ICAEW Technical Release TECH 07/08 ICAEW CP08/21 – Consultation on Amendments to the Listing Rules and feedback Financial Services Authority on DP08/1 (A review of the structure of the Listing Regime) Draft Plan 2009/10, Proposed Update to The Strategic Framework and Financial Reporting Council 2009/10 Levy Proposals, including supporting information Commission launches consultation of interested parties – de Larosiere European Commission Group Report & Driving European Recovery A global study on the application of the Transparency Directive Mazars LLP/European Commission
21 QCA Members (as at 30 June 2009)
Abbey Protection Plc Eleco plc Abchurch Communications Equiniti Addworth plc Equity Development Ltd Advanced Medical Solutions Group PLC Energetix Group plc AEA Technology plc Ernst & Young LLP Alliance Pharma plc European Nickel plc Alphameric plc Eversheds LLP Ambrian Partners Ltd Evolution Securities Ltd Apax Partners Worldwide LLP F & C Asset Management API Group PLC Faegre & Benson LLP Aveva Group plc Fairfax I.S. PLC Avocet Mining plc Falkland Oil & Gas plc Axis Intermodal plc Farrer & Co Baker Tilly LLP Fasken Martineau LLP Barlow Lyde & Gilbert Fidelity Investments BDO Stoy Hayward LLP Fuller Smith & Turner PLC Bircham Dyson Bell LLP Future plc Bird & Bird Gartmore Investment Management plc Bloomsbury Publishing plc Genesis Petroleum Corporation PLC Brainjuicer Group plc GoIndustry-DoveBid plc Brewin Dolphin Grant Thornton UK LLP Brinkley Mining plc Greggs plc Bristows Group NBT plc Bryan Cave LLP Halliwells Buchanan Communications Hammonds LLP Burges Salmon Hanson Westhouse Business Systems Group Holdings plc Hewitt New Bridge Street Character Group (The) PLC Hilton Food Group plc Charles Russell LLP Hirco PLC Charles Stanley & Co Ltd Horwath Clark Whitehill LLP Chieftain Group plc Hunton & Williams Christie Group plc Hyder Consulting plc City Group Hydrogen Group plc Clarkson PLC IAF Group plc Clear Insurance Management Ltd ILX Group plc Cluff Gold plc Image Scan Holdings plc Clyde & Co Independent International Investment CMS Cameron McKenna LLP Research plc Cohort plc Innovision Research & Technology plc Concurrent Technologies plc Insight Investment Corporate Governance Limited Intelek plc Cropper (James) plc Intercytex Group plc Crowell & Moring Interior Services Group plc Curtis, Mallet-Prevost, Colt & Mosle LLP John East & Partners Limited Cyril Sweett Group PLC K & L Gates Dart Group plc KBC PEEL HUNT plc Davenham Group PLC Kentz Corporation Ltd Davenport Lyons Kerman & Co LLP David Venus & Company KPMG LLP Dawson Holdings plc Lawrence Graham LLP Dechert Lewis Silkin LLP Denton Wilde Sapte LiDCO Group plc Development Securities plc Lincat Group plc DLA Piper Lipoxen PLC Dorsey & Whitney London Stock Exchange plc DRS Data & Research plc Lovells LLP DTZ Holdings plc LPA Group plc Edison Investment Research M P Evans Group PLC
22 QCA Members (as at 30 June 2009) (continued)
Maclay Murray & Spens LLP Ultimate Finance Group PLC Manches LLP UMECO Plc Marriott Harrison UTEK Corporation Marsh Limited ValiRx PLC Mattioli Woods plc Vantis plc Mazars LLP Victoria PLC McGrigors LLP Vitesse Media plc Mears Group plc Wedlake Bell Memery Crystal LLP Westminster Group PLC Metrodome Group plc Wingrave Yeats Mishcon De Reya Winterflood Securities Ltd Mobile Doctors Group PLC Xaar plc Motivcom plc YouGov plc Mount Engineering PLC Zimmerman Adams International Ltd Nabarro LLP Next Fifteen Communications Group plc Noble & Company Limited Northbridge Industrial Services plc NYSE Euronext Olswang Panther Securities PLC Park Group plc Personal Group Holdings plc Phytopharm plc Pinsent Masons LLP PKF PLUS Markets Group plc Pressure Technologies PLC PricewaterhouseCoopers LLP Primary Health Properties Management Ltd RBC Capital Markets Rensburg Sheppards plc Robinson plc Rockhopper Exploration plc Rosenblatt Solicitors Rugby Estates Plc Sanne Group Scapa Group PLC Sceptre Leisure PLC Schroder Investment Management Sepure Plc Seymour Pierce Limited Share plc Simcocks Trust Limited Sinclair Pharma plc SkyePharma plc Smith & Williamson Limited Speechly Bircham LLP Starvest plc Stephenson Harwood Tanjong PLC Tawa PLC The Share Option Centre/MM & K Ltd THB Group PLC The Hydrogen Group Ltd Trafalgate Capital Advisors Ltd Treatt plc Trust Property Management Group plc
23 The QCA works for small and mid-cap quoted companies in the UK and Europe to promote and maintain vibrant, healthy and liquid capital markets.
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