Corporate Governance

Chair’s Introduction

Time Finance plc, originally established and listed on AIM in 2006, is an independent provider of finance facilities to UK businesses. The Group’s strategy is to focus on providing or arranging the finance UK SME’s require to fund their businesses. The multi-product range for SMEs primarily focusses on Asset Finance, Invoice Finance, Loans Finance and Asset Based Lending (“ABL”). While primarily lending on its own balance sheet, the Group does operate a “hybrid” lending and broking model enabling it to optimize business levels through market and economic cycles.

Time Finance promotes consistent goals, values and ethos across the Group. Our overarching purpose is “help UK business thrive and survive”. We pride ourselves that our values of being Genuine, Flexible, Bold and Putting People First enable us to provide high quality products and service to our all customers. These values underpin everything that we do in our business and are key in ensuring responsible attitudes and behaviours are foremost in every member of our team. We believe that this will support our business in continuing to grow in a sustainable way that creates value for our shareholders.

Board management is focused on delivering long-term benefit for all shareholders. Robust corporate governance arrangements at Board-level and throughout the Group support effective decision making and ensure that both risks and opportunities are effectively managed to add value to the business.

Tanya Raynes – Chair

25 September 2024

Changes to corporate governance regime

The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the requirement of the London Stock Exchange for all AIM-listed companies to adopt and comply with a recognised corporate governance code. This report sets out, in broad terms, how we comply at the date of this statement. We provide annual updates on our compliance with the code.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Time Finance aims to be the ‘go to’ provider of SME finance to UK businesses, both by the end client and the broker networks. Our goal is not necessarily to be the biggest, but to be the best. Our brand values of being Genuine, Flexible, Bold and Putting People First are at the heart of everything we do, and we pride ourselves on ensuring that whatever size of business we are dealing with and whatever type of finance is required, we can source the right solutions. This is achieved through being a multi-product provider of business finance (Asset Finance, Invoice Finance, Loans and ABL) and of being a broker to other lenders.

Our group culture, which will help us achieve our strategic vision is based on the key values of the Board, namely:

We Put People First – we are a “people business”, empowering our colleagues to make a difference
We Are Bold – we have the courage to do things differently and make the most of our opportunities
We Are Flexible – we have a can-do attitude and take a commercial approach to business
We Are Genuine – Integrity and transparency are at the heart of how we build trust and foster great relationships

Principle 2: Seek to understand and meet shareholder needs and expectations

Time Finance is committed to listening to and communicating openly with shareholders to ensure that our strategy, business model and performance are clearly understood. Appreciating what investors think about us, and in turn, helping this audience understand our business, is key to driving our business forward. As a result we actively seek dialogue with the market. We do so via one-to-one meetings with investment fund managers through making presentations to groups and private investors and through widely circulating research to shareholders and prospective investors.

The AGM is an important forum for dialogue with shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chair of the Board, together with the other Non-Executive and Executive Directors attend the AGM and are available to answer questions raised by the shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are published on the Time Finance website.

The Directors actively seek to build relationships with shareholders. Shareholder relations are primarily managed by the Chief Executive Officer, supported by the Chief Financial Officer, as appropriate. The Chief Executive Officer and Chief Financial Officer will make presentations to shareholders and analysts regularly throughout the year including, but certainly not limited to, immediately following the release of the full-year and half-year results.

The Board is kept informed of the views of shareholders by briefings from the Chief Executive Officer. The Non-Executive Chair and other Directors are available to meet with institutional shareholders as and when required.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Proactively engaging with our full range of stakeholders gives us important information from which to make informed and considered strategic and operational decisions. The Board receives regular updates on stakeholder feedback from our shareholders, borrowers, funders and employees and we act on that feedback where appropriate. Examples of how we have pro-actively developed our business practices to consider our wider stakeholder group and social responsibilities as they relate to our employees, customers and communities are outlined below.

Employees – we have:

Continued our cultural communication, implementation and feedback loops. This includes an internal cultural recognition programme to recognise key contributions from colleagues
Continued cross-selling programmes, open to all staff, which allows them to earn an incentive payment for successfully referring business to other divisions within the group
Continued to support a comprehensive employee benefits package to ensure that staff can access a wide range of life-style benefits including enhanced holiday provision.
Continued to invest in training for all employees
Sought employee through a combination of presentations, briefings and annual reviews designed to keep everyone aware of the progress of the Group and upcoming events and projects. The CEO publishes at least 6 information newsletters per year to support employee engagement.

Customers (borrowers) and communities – we have:

Continued to build our culture to ensure that our employees understand the behaviours that we expect of them in their dealings with our customers and with each other. To further support this we have a remuneration structure for sales staff to ensure that they are incentivised to behave in line with our high cultural values.
Continued to conduct customer satisfaction surveys in subsidiary companies
Engaged in charitable giving and other community focused events organised in communities where our offices are located.
Reviewed our commitment to ESG to identify further opportunities to grow our business in a sustainable way.
Ensured we engage in Responsible Lending by recognising our role in ensuring that our customers receive appropriate and affordable products from us. Our credit and underwriting policies ensure a robust assessment of customers’ affordability and staff training supports employees to identify vulnerable customers both before and after the point of sale. We pursue bad debts but extend appropriate forbearance when customers find themselves in unexpected and unforeseen financial difficulties.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

Time Finance recognises effective risk management as critical to the sustained success of the Group. We do this by monitoring economic and market conditions for threats and opportunities and regularly reviewing our systems and controls to mitigate any potential threats to our business.

Financial Controls

Time Finance has a robust framework of internal financial controls, the effectiveness of which is regularly reviewed by the executive management, the Audit Committee and the Board.

The Board is responsible for reviewing and approving overall Group strategy, approving revenue and capital budgets and plans, and for determining the financial structure of the Group including treasury, tax and dividend policy. Monthly results and variances from plans and forecasts are reported to the Board.
The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls.
There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. Monthly results are reported against budget and compared with the prior year, and forecasts for the current financial year are regularly revised against actual performance.

Non-financial controls

The Board recognises that maintaining robust controls is key to managing risk to the strategic and operating business plan. In addition to the financial controls, principal elements of the Time Finance internal controls system include:

Close management of the day-to-day activities of the Group by the Executive Directors.
A clear organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making within a structure of accountability and decision-making limits.
Detailed monthly reporting to the Executive and Board from the businesses within the Group.
Clear credit risk policies including robust underwriting processes and controls.
Routine assessment of operational risk through the Risk Register with risk mitigation plans to address risk falling outside tolerance.
A clearly communicated staff handbook (supported by our culture statement) that provides our employees with guidance on the standards of behaviour that we expect of them.
Close relationships with reputable corporate and commercial lawyers to provide expert support in the management of any legal and regulatory matters

Time Finance regularly reviews the adequacy of its internal control arrangements as proportionate to the size of the Group and the resources available.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board currently comprises the Non-Executive Chair, two Executive Directors and two Non-Executive Directors.

The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Group and industry sector on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

During the last year 10 scheduled Board meetings took place. All Directors had a 100% attendance record aside from two, each of whom missed one meeting.

Key activities of the Board this year included:

Consideration of the strategic plan.
Consideration of financial and non-financial policies.
Discussion of the Group’s capital structure and financial strategy, including capital investments, shareholder returns and the dividend policy.
Review of feedback from shareholders post full and half-year results.
Review of new potential product offerings.
Discussion of internal governance processes.

Directors’ conflict of interest

The Group has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

The Board has set out, in the contract for non-executive directors, the time commitment required and asked for confirmation that the director can devote sufficient time to meet the expectations of the Board. The Board currently anticipates a minimum time commitment of two days per month for the Chair and one day per month for other non-executive directors and further days as required for the satisfactory fulfilment of duties. This includes attendance at 10 board meetings per annum, the AGM and any general meeting. The Board also requires each director to disclose any other significant time commitments and to obtain the agreement of the Chair, or in the event that the Chair has a conflict of interest in relation to such matter, obtain the agreement of one of the Company’s independent non-executive directors, before accepting additional commitments that might affect the time to devote to the role as a non-executive director of the Company.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience. All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The businesses within the Group report monthly to the Board on headline performance against agreed budget.

Skills & Experience

Name	Position	Skills & Experience
Tanya Raynes	Chair	Tanya is a qualified Chartered Accountant who began her career at PricewaterhouseCoopers. Her extensive corporate experience includes structured financing with GE Capital and more recently as CEO for Centreline, an aviation business. Tanya is currently the Non-Executive Chair for Pula Aviation Services and also Courier Facilities Limited .
Edward Rimmer	Chief Executive Officer	Ed has worked within commercial finance for over 25 years, becoming Time Finance’s CEO in February 2021, having previously been both Time Finance’s Chief Operating Officer and, before that, Managing Director of the Invoice Finance Division. Prior to joining the Group, Ed was previously UK CEO and main board director of Bibby Financial Services Limited from 2007 to 2012, having joined the Bibby Financial Services Group in 1995 as a graduate trainee.
James Roberts	Chief Financial Officer and Company Secretary	James has worked in the financial services sector since 2000, initially qualifying as a Chartered Accountant with PricewaterhouseCoopers in the City. For the past decade James has held senior management and Director level roles for AIM listed, global organisations and rapid growth early-stage companies including Finance and Operations Director of AIM listed Jelf Financial Planning. James has extensive experience of mergers and acquisitions and fast moving and rapidly growing businesses.
Tracy Watkinson	Non-Executive Director	Tracy joined Time Finance in September 2023 as a Non-Executive Director. Having begun her career with PwC, Tracy is currently COO of Finance at NatWest Group. As a transformation expert, she brings over two decades of experience in the financial sector having worked in senior roles with a variety of major financial institutions such as Barclays, UBS and Credit Suisse. Tracy has held previous NED and independent chair roles. She sits on the Audit, Remuneration, Nominations and Governance & Risk Committees.
Paul Hird	Non-Executive Director	Paul joined Time Finance in September 2023 as a Non-Executive Director. Paul has over 45 years’ experience in financial services and specifically the Asset based lending industry, including time as a CEO of a start-up, AIM-quoted company and CEO of a subsidiary of an overseas Bank. He has extensive experience of acquisitions as well as organically building successful companies. Paul sits on the Audit, Remuneration, Nominations and Governance & Risk Committees.

Independent advice

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Group’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief Financial Officer.

Ongoing personal development

The Company Secretary is responsible for ensuring that the Directors regularly receive high quality information including financial and operational results.

The Board considers and reviews the requirement for continued professional development. The Board undertakes to ensure that their awareness of developments in corporate governance and the regulatory framework is current, as well as remaining knowledgeable of any industry specific updates. The Nomad and specialised external advisors all serve to strengthen this development by providing guidance and updates as required.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Chair assesses the individual contributions of each board member on an annual basis to ensure that their contribution is relevant and effective; that they are committed; and where relevant, they have maintained their independence.

Annual appraisals of the performance of the executive directors are conducted and an assessment of the performance of the non-executive directors is undertaken by the Chair and informed by the executives.

The Company takes proactive steps to ensure succession planning through a periodic review of the skills, performance and aspirations of the directors and senior management team, together with a review of accountability and reporting lines to ensure, wherever possible, succession can be implemented from within the Group.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Board sets the principles that underpin the Time Finance culture and aims to lead by example to do what is in the best interests of the Group. We believe that an ethical culture will drive value for all our stakeholders. We place importance on hiring talented people who display integrity and therefore behave ethically and responsibly and we motivate them to provide our customers with the best solution, which will in turn delight our customers and drive shareholder value.

Good governance is key to ensuring that the Time Finance culture is embedded and actioned across all businesses in the Group. We continuously communicate our culture and expected behaviours to staff through a series of engagement measures and our appraisal process. We have also focused our remuneration and incentives policy on ensuring that we appropriately reward those staff in line with our culture and expected behaviours.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Board programme

The Board meets at least ten times each year in accordance with its scheduled meeting calendar.

The Board sets direction for the Group through a formal schedule of matters reserved for its decision. The meeting calendar may be supplemented by additional meetings as and when required. During the year to 31 May 2024, the Board met for its scheduled meetings.

The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and Committee papers are distributed several days before meetings take place. Any Director may challenge proposals, and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by management.

Roles of the Board, Chair and Chief Executive Officer.

The Board is responsible for the long-term success of Time Finance. There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy; approval of major investments; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of all business within the Group, their annual budgets and their performance in relation to those budgets.

There is a clear division of responsibility at the head of the Company. The Chair is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the Executive Team. All Directors receive regular and timely information on the Group’s operational and financial performance.

Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting. Senior executives below Board level attend Board meetings as may be requested by the Board to present business updates.

Executive Team

The Executive Team receives input from the senior management of the companies within the Group and heads of Group functions. They are responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of that strategy, as well as plans and budgets approved by the Board of Directors. The Executive also manage and oversee key risks, management development and corporate responsibility programmes. The Chief Executive Officer and Chief Financial Officer report to the plc Board on issues, progress and recommendations for change.

Board Committees

The Board is supported by the Audit, Remuneration, Nomination and Risk committees. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties. The terms of reference for these committees can be found on later in this section of the website.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Time Finance communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, regulatory announcements and other trading updates, the Annual General Meeting (AGM) and one-to-one meetings with existing or potential new shareholders. A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors and the public on our company website, www.timefinance.com.

The Board receives regular updates on the views of shareholders through briefings and reports from the Chair, Chief Executive Officer, Chief Financial Officer and the Company’s brokers. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of investors’ views.

Time Finance completes regular employee engagement to maintain an open dialogue with employees and routinely conducts exit interviews. In some subsidiary businesses customer satisfaction surveys are conducted.

Where a significant proportion of votes (e.g. 25% of independent votes) have been cast against a resolution at any general meeting, the Company will on a timely basis, include an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate any different action it has taken, or will take as a result of that vote. The Company is, therefore, committed to clearly and transparently disclosing all shareholder votes and details of voting results in relation to the Company’s AGMs. The results of the latest AGM, held on 07 November 2023 (the “2023 AGM”), at which all resolutions that were put to shareholders were duly passed, are set out below:

	Votes for	%	Votes against	%	Abstain	%
To receive the report and accounts	48,644,760	99.99	0	0.00	4,093	0.01
The re-appoint Moore as auditor	48,634,220	99.97	10,540	0.02	4,093	0.01
To re-elect James Roberts as a Director	48,383,920	99.46	10,840	0.02	254,093	0.52
To re-elect Tracy Watkinson as a Director	48,383,338	99.45	11,422	0.03	254,093	0.52
To re-elect Paul Hird as a Director	48,383,338	99.45	11,422	0.03	254,093	0.52
To authorise the directors to allot shares pursuant to section 551 Companies Act 2006	29,227,673	60.08	19,417,087	39.91	4,093	0.01

The issued share capital of the Company as at the date of the AGM was 92,512,704 ordinary shares.

Resolutions 7 and 8 were not put to the 2023 AGM given the proxies received prior to the meeting in respect of those resolutions. These resolutions were namely to disapply section 561 Companies Act 2006 for the purposes of pre-emptive issues and general purposes and to purchase own shares of the Company within section 693(4) of the Companies Act. Whilst the Company noted that votes cast against these withdrawn resolutions at the 2023 AGM represented no more than 21.1% of the Company’s total issued share capital, and that the withdrawn resolutions were voluntarily put forward by the Company in line with the Board’s desire to maintain high levels of corporate governance, the Company has engaged proactively with the largest shareholder known to have voted against certain of the resolutions put to the 2023 AGM to better understand any concerns they may have. The aforementioned shareholder has indicated their continued support for the Company and management team and that this is simply a matter of them adopting a regular policy of not supporting resolutions which give general powers in this way, and prefer instead that the Company engages with them should a disapplication of pre-emption rights or a buyback of shares be proposed.

Audit Committee

A minimum of two non-executive directors

The Audit Committee is primarily responsible for ensuring that the financial performance of the company is properly measured and reported on for reviewing reports from auditors relating to the company’s accounting and internal controls and for reviewing the effectiveness of the company’s systems of internal control.

Terms of Reference – Audit Committee

The Audit Committee is chaired by Tanya Raynes with the other members being Tracy Watkinson and Paul Hird

Remuneration Committee

A minimum of two non-executive directors.

The Remuneration Committee is primarily responsible for monitoring and approving all elements of the executive directors’ remuneration, as well as their performance management.

Terms of Reference – Remuneration Committee

The Remuneration Committee is chaired by Tracy Watkinson with the other members being Tanya Raynes and Paul Hird.

Nomination committee

A minimum of two non-executive directors.

The Nomination Committee is primarily responsible for appointing new board members.

Terms of Reference – Nominations Committee

The Nomination Committee is chaired by Tracy Watkinson with the other members being Tanya Raynes and Paul Hird.

Risk Committee

A minimum of two non-executive directors

The purpose of the Risk Management Committee (the “Committee”) is to identify, assess, monitor and manage risk. The Committee is to oversee, report and make recommendations to the Board in respect of financial and non-financial risks faced by the Company.

Terms of Reference – Risk Committee

The Risk Committee is chaired by Paul Hird with the other members being Tracy Watkinson and Tanya Raynes.

Compliance with the QCA Corporate Governance Code

The ten principles of the code are set out in our Annual Report and Accounts and can be found on page 29. Please click on the link for an electronic copy of these accounts: Final Results for the year ended 31 May 2024. The Board can confirm that we are in compliance with the requirements of the code and the table on page 29 provides signposts to the relevant disclosures and explanation.

The above information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies. Information last updated 25th September 2024.