corporate governance

The Board is accountable to the Company’s shareholders for maintaining high standards of Corporate Governance. The Directors acknowledge the principles set out in the Combined Code issued by the committee on Corporate Governance, although it does not comply with the Combined Code itself. Details of the Board and the governance of the Company are set out below.

The Board
The Board currently comprises three executive directors and four non-executive directors. Board meetings are held on a monthly basis to review and discuss the operating and financial performance of the business and to appraise its progress against budgets and strategic plans. The Board is responsible for reviewing and approving the annual budget, together with major items of capital investment, asset acquisitions and disposals and any senior personnel appointments arising in the year.

Audit Committee
The audit committee comprises the two non-executive directors and is chaired by Michael Carlton. It meets at least once a year to consider the reports issued by the company’s auditors in respect of its Annual Report and Accounts and review any material issues arising from the annual audit process. A representative from the company’s external auditors will be in attendance. Executive directors may be in attendance at the meeting but only by invitation. In addition, Michael Carlton is available to the auditors at all times to discuss such matters as and when required. The committee is also responsible for assessing the cost effectiveness of the audit process, together with the ongoing independence of the company’s appointed auditors.

Remuneration committee
The remuneration committee comprises the two non-executive directors and is chaired by Michael Carlton. Its primary objective is to appraise the performance of executive directors and to determine the level of their annual remuneration and that of other senior staff, before budgets are set. It also meets as and when required on matters concerning the administration of the company's share-based payment schemes.

Internal controls
The Board is also responsible for the implementation of appropriate systems and internal controls to provide reasonable assurance as to the reliability and integrity of financial information used within the business and to safeguard the assets. While acknowledging this responsibility, it has delegated the authority and day to day responsibility for designing and implementing operating systems and controls which meet these risk management objectives to the finance and administration function. The Board regularly reviews the effectiveness of these processes in meeting its objectives and considers any necessary changes in response to changes within the business or the environment in which it operates.

click here to view the companies Memorandum and Articles of Association

BOARD OF DIRECTORS
click on names to view Directors biographies

Directors
Michael J Carlton FCCA (Non Executive Chairman)
Jonathan S Kaye (Chief Executive Officer)
Kuldip Sehmi (Executive Director)
Mehdi Gashi (Executive Director)
Alan J Millar (Finance Director)
John D Lederer (Non Executive Director)
Adam Kaye (Non Executive Director)
Samuel Kaye (Non Executive Director)

Secretary and Registered office
Alan Millar
Johnston House
8 Johnston Road
Woodford Green
Essex IG8 0XA

Audit Committee
Michael J Carlton FCCA (Non Executive Chairman)
John D Lederer (Non Executive Director)

Director biographies

Michael Carlton – Non-executive Chairman
Michael qualified as a Chartered Certified Accountant in 1969 and
following two years at Coopers & Lybrand, started his own accounting practice, Shears, Schryer, Carlton & Co, in North London. Since then, and whilst growing the practice, he also ran a residential property company under the Business Expansion Scheme rules which was sold in 2001. In January 2002, Shears, Schryer, Carlton & Co was merged with Kounnis & Partners plc.

As the senior non-executive director and Chairman, Michael is responsible for leading the Board in its discussions and deliberations and he is also available to investors should they wish to discuss any matter of corporate governance.

Jonathan S Kaye – Chief Executive
Jonathan graduated from Leeds University in 1999. After this he spent a period working in the high volume, popular, mid-value restaurant sector in a variety of roles from kitchen through to management. Jonathan cofounded the company in November 2000 and was promoted to Chief Executive Officer in December 2003.

Jonathan has overall responsibility for all aspects of the day to day running of the restaurant operations and also for the longer term strategic direction of the company including menu development and devising new concepts or brands. He adopts a hands-on approach to expanding the business by leading the new site selection process and overseeing design and fit-out of new units coming on stream.

Kuldip S Sehmi – Executive Director
Kuldip has a wealth of experience in the casual dining market, having worked in a variety of roles during a 25 year period of working with City Centre Restaurants plc (now renamed Restaurant Group plc) and rising to the position of Area Manager. He then joined ASK Central and spent four years in the position of Regional Operations Director. Kuldip joined Prezzo in a similar role in 2003 and was appointed to the Board in December 2003.

Kuldip has responsibility for the day to day running of approximately half the estate. In addition, he negotiates terms for food and drink purchases and monitors the relationship between the company and its principal suppliers and also plays an important role in overseeing the final preparations and launch of new branches.

Mehdi Gashi – Executive Director
Mehdi first joined the Company early in its development back in 2001 and has played a key role in delivering the roll-out of restaurants across the UK. As one of two Operations Directors for the Prezzo brand, he is responsible for running approximately half of the Prezzo estate, including restaurants in central London and in the Northern region. He was appointed to the Board in July 2012.

Alan J Millar – Finance Director
Alan is a Chartered Accountant (ACA) who qualified in 1994 while
working for Coopers & Lybrand in its Newcastle-upon-Tyne Audit and Accountancy practice. He then moved to take up his first senior financerole as Group Financial Accountant at Torday & Carlisle plc, providing his first public markets experience. Since 1997, Alan has worked in the City as an Equity Analyst, within a number of mid-market facing brokers and advisers (Greig Middleton, Old Mutual Securities and Arbuthnot Securities). For the majority of this time, he focused on writing research and advising clients within the Leisure sector, with a particular interest in restaurant and bar retailers. His latest role was Director and Analyst was with Dawnay, Day Corporate Broking. Alan joined the Company in January 2007, with his appointment as Finance Director effective from 11 April 2007.

Alan has responsibility for overseeing the production of regular and timely financial information for the Board, including annual budgets, monthly management accounts and forecasts. He is also responsible for ensuring that Prezzo complies with all necessary requirements in respect of its financial reporting obligations and achieves clarity and transparency in reporting to shareholders.

John D Lederer – Non Executive Director
John graduated from the Ecole Hôteliere, Lausanne, Switzerland in 1980 and has pursued a career in restaurant management ever since. He spent six years as Operations Manager at City Centre Restaurants plc and four years at Groupe Chez Gérard plc as Group Operations Director and four years as Operations Director of Masala World. He is currently the Managing Director of Brasserie Blanc.

John brings considerable operational experience to his supporting role at regular board meetings and as the second member of the independent Audit and Remuneration committees.

Adam Kaye – Non Executive Director
Adam studied catering at Westminster College, London and subsequently worked at City Centre Restaurants. He then founded ASK Central plc with his brother Samuel in 1993 having, opened the first ASK restaurant at Haverstock Hill earlier that year. ASK Central plc grew to an estate of 165 restaurants before the business was sold in 2004. In 2006, Adam and Sam founded Tasty plc which now operates 11 restaurants. Adam is currently a Non-executive Director of Tasty Plc.

With his considerable experience of operating a business within the UK casual dining market, Adam is able to make a valuable contribution through his attendance at regular monthly Board Meetings.

Samuel Kaye – Non Executive Director
Samuel also studied catering at Westminster College, London and subsequently worked at City Centre Restaurants. He then founded ASK Central plc with his brother Adam in 1993, having opened the first ASK restaurant at Haverstock Hill earlier that year. ASK Central plc grew to an estate of 165 restaurants before the business was sold in 2004. In 2006, Adam and Samuel founded Tasty plc which now operates 11 restaurants. Samuel is currently an Executive Director of Tasty Plc.

With his considerable experience of operating a business within the UK casual dining market, Samuel is able to make avaluable contribution through his attendance at regular monthly Board Meetings.


ADVISERS

Nominated broker and adviser

Cenkos Securities plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

Registrars

Computershare Invester
Services PLC

PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
Tel +44 (0)870 703 6066

Auditors

BDO LLP
55 Baker Street
London W1U 7EU
Tel +44 (0) 207 486 5888

Solicitors

Howard Kennedy
19 Cavendish Square
London W1A 2AW

Glovers

115 Park Street
London W1K 7DY


 
 
 
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