Jan G Holmstrom (Non-Executive Chairman)
Born 1953, Jan has worked in the financial services sector during his entire career, and has a wealth of experience working internationally e.g. in the UK, Hong Kong and Sweden. Jan is the Chairman of Johnson and Starley Limited and a non-executive director of International Fibres Group AB. Jan joined the Board of Leeds Group in November 2011 and was appointed Chairman in October 2014.
Jörg Hemmers (Executive Director)
Born 1967, Jörg has worked his whole life in the wholesale and retail textile business. He was one of the first in the trade to realise the potential of sourcing products from China. Leeds Group acquired the Hemmers wholesale operation in 1999 and appointed Jörg as Managing Director. Jörg retained a financial interest in the retail operation until 2010, but focused entirely on profitable growth of the wholesale business. Amongst his achievements is the successful integration in 2003 of the Leeds Group Itex business, based in Holland, to create Hemmers/Itex GmbH and the successful start-up in 2007 of ChinohTex, a subsidiary based in Shanghai. Jörg joined the Board of Leeds Group in March 2015.
Johan Claesson (Non-Executive Director)
Born 1951, Johan has been a major shareholder in Leeds Group since 1999, and has extensive business interests, both private and in the public arena. Johan is Chairman of Claesson & Anderzén, a private property company. Johan is also a non-executive director of K3 Business Technology Group plc (specialising in business software) and NightHawk Energy plc (an oil exploration company). Johan joined the Board of Leeds Group in September 2004.
David Cooper (Independent Non-Executive Director)
Born 1958, David is a chartered accountant and member of the Institute of Chartered Accountants of Scotland. Previously David was Group Finance Director and Company Secretary of AIM-listed Dawson International PLC, gaining over 25 years’ experience in the global textiles industry. He now operates his own financial consultancy business. David joined the Board of Leeds Group in October 2014.
The Board of Leeds Group consists predominantly of non-executive directors and its principal responsibilities are to:
- Agree strategy and performance objectives with the management of the Group’s subsidiaries
- Regularly monitor performance against agreed objectives
- Identify investment opportunities as part of the Group’s longer term growth plans.
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.
The Directors recognise the value of the Quoted Companies Alliance (QCA) Corporate Governance Code for small and mid-sized Quoted Companies and whilst under AIM rules full compliance is not required, the Directors believe that the Company applies best practice corporate governance insofar as is practicable and appropriate for a company of its size.
The Board meets regularly to consider strategy, performance, corporate governance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information.
Any necessary briefing papers are distributed to all Directors in advance of the Board meetings.
Procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Audit Committee
The audit committee comprises the three non-executive Directors of the Company, and is chaired by the Group’s independent non-executive Director, Mr David Cooper. The audit committee meets not less than twice a year, and receives and reviews reports from the Company’s auditors relating to the annual accounts and to the internal control procedures in use throughout the Group. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules for Companies.
The Remuneration Committee
The remuneration committee comprises the three non-executive Directors of the Company. It meets not less than once a year. It is responsible for determining and reviewing the terms and conditions of service (including remuneration) of the senior management of the trading subsidiary, Hemmers Itex Textil Import Export GmbH.
Share Dealing Code
The Directors comply with Rule 21 of the AIM Rules relating to directors’ and applicable employees’ dealings in the Company’s securities. Accordingly, the Company has adopted the Share Dealing Code for directors and applicable employees and the Company takes all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities.
The City Code on Takeovers and Mergers
Leeds Group plc is incorporated in England and quoted on AIM and as such is subject to The City Code on Takeovers and Mergers. The Group’s main country of operation is Germany.