Biographical details of Executive Directors:-

Andrew Perloff (Executive Chairman)

He has over 55 years’ experience in the property sector, including over 45 years’ experience of being a director of a Public Listed Company mainly as Panther’s Chairman and was the CEO up to 31 December 2022. He has significant experience of corporate activity including ten contested take-over bids and has also served on the Board of Directors of six other public listed companies.  He is currently a non-executive director of Airsprung Group PLC, New Start 2020 Ltd, Anglia Home Furnishings Ltd and was previously a director of Beale Ltd.

Simon Peters (Finance Director and CEO)

He is a member of the Chartered Institute of Taxation, a Fellow of the Chartered Certified Accountants and was formerly with KPMG LLP and the Lombard Bank Finance Department.   He is currently a non-executive director of Airsprung Group PLC, New Start 2020 Ltd, Anglia Home Furnishings Ltd and was previously a director of Beale Ltd (including when it was fully listed on the LSE).  He joined Panther in 2004, was appointed Finance Director in 2005 and was appointed as CEO from 1 January 2022.

John Perloff (Executive)

Previously with a commercial West End agent specialising in retail acquisitions and disposals, he joined Panther in 1994. His areas of responsibility include property lettings and acquisitions. He was appointed Executive Director in 2005.

 

Biographical details of Non-executive Directors:-

Bryan Galan (Non-executive)

Chairman of the Remuneration Committee. He is a Fellow of the Royal Institution of Chartered Surveyors.  He was formerly joint Managing Director of Amalgamated Investment and Property Co. Limited and was previously a Non-executive Director of Rugby Estates Investment Trust Plc.

 

Peter Kellner (Non-executive)

Chairman of the Audit and Nomination Committees. He is an Associate of the Chartered Institute of Bankers and of the Institute of Taxation.  He was formerly joint General Manager of the U.K. banking operations of Credit Lyonnais Bank Nederland NV.

 

Jonathan Rhodes (Non-executive)

He has over 34 years of experience in the property sector and is a RICS Registered Valuer. He is currently a partner and National Head of Valuation at Cluttons LLP, having previously held similar roles at GL Hearn, DTZ, Donaldsons, Chesterton and Colliers. Joined November 2022.

 

Paul Saunders (Non-executive)

He has over 40 years of experience at HSBC, predominately in investment and development within the Real Estate sector. His most recent role within HSBC was as a Director within the Real Estate Corporate Capital Origination team at HSBC from 2014 until 2022. He is an Associate of the Chartered Institute of Bankers (ACIB). Joined February 2023.

 

QCA Corporate Governance Code

The Directors recognise the importance of good corporate governance and have chosen to adopt and apply the Quoted Companies Alliance’s 2018 Corporate Governance Code (the ‘QCA Code’).  The QCA Code was developed by the Quoted Companies Alliance in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies.  The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. Details of how the Company addresses the key governance principles defined in the QCA Code can be found below.

 

This disclosure was last reviewed and updated on 6 December 2023.

 

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

Panther’s strategy and business model are set out in the Group Strategic Report of Panther Securities PLC’s Annual Report and Financial Statements for the year ended 31 December 2022 (the “Annual Accounts”).

The strategic objective section of the Group Strategic Report states that the primary objective of the Group is to maximise long-term returns for our shareholders by stable growth in net asset value and dividend per share, from a consistent and sustainable rental income stream.

The key challenges to the business and how these are mitigated are also detailed in the Group Strategic Report of the Annual Accounts.

 

2. Seek to understand and meet shareholder needs and expectations

The Board strongly encourages good communication with investors. The Company sends out announcements via post to shareholders who have requested this and all shareholders can join our mailing list, even if they hold shares in CREST.

The person at the Company with principal responsibility for liaising with shareholders is: Andrew Perloff, Chairman. Shareholders may also contact the Company in writing via the following email address: info@pantherplc.com. Inquiries that are received will be directed to the Chairman if appropriate, who will consider a response. The Company may exercise discretion as to which shareholder questions shall be responded to, and the information used to answer questions will be information that is freely available in the public domain. If deemed necessary, the inquiries will be brought to the Board’s attention.

All shareholders are ordinarily invited to our Annual General Meeting. Board members are available by phone to discuss the company and there is also shareholders access, before during and after Annual General Meetings for discussions, therefore providing lots of opportunities for shareholders to understand and address any issues.

The Board has historically approved a regular dividend for many years, which has to date not decreased. The Board aims to maintain a sustainable and appropriate level of dividend cover. Where exceptional years arise, the Board anticipates this will normally be reflected with special dividends where practicable.

The Board believes the Company’s mode of engaging with shareholders is adequate and effective.

 

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

 

The Group is aware of its corporate social responsibilities and recognises the importance of maintaining effective working relationships across a range of stakeholder groups.

On the basis of the Directors’ knowledge and long experience of the operation of the Group, the Board recognises that the long-term success of the Group is reliant upon the efforts of the following key resources and relationships: the Group’s employees, tenants, lenders, regulatory authorities, local residents and the general public affected by our activities.

The Company actively seeks employees’ feedback on their employment with the Company. The Company does this on an ongoing basis, where employees are able provide feedback. The property and finance departments frequently liaise with tenants, which can include receiving tenant feedback.  The Company’s lenders have teams of account and relationship managers, which the Company communicates with on a regular basis and provides regular management updates and is able to receive any feedback from lenders.  The Company is open to feedback from local residents and the general public that may be affected by our activities, and in particular this is often part of the planning process.

The Group understands the necessity of balancing the needs of all our stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole.

The Group ensures compliance with regulatory bodies and legislation through various procedures and protocols and receives feedback on matters such as planning on a regular basis. The Group undertakes to resolve any feedback received from stakeholders where appropriate and where such amendments are consistent with the Group’s longer term strategy. However, no material changes to the Company’s working processes have been required over the year to 31 December 2022, or more recently, as a result of stakeholder feedback received by the Company. 

 

4. Embed effective risk management, considering both opportunities and threats, throughout the organization

The Board’s discussion on risk management is described in the disclosure above in respect of Principle One and in the Group Strategic Report of the most current Annual Accounts, which detail risks to the business and how these are mitigated.

The Groups internal controls are designed to manage rather than eliminate risk and provide reasonable assurance against fraud, material misstatement or loss.

The Board seeks to ensure that the correct and necessary level of insurance is in place to cover certain aspects of risks including actions taken against the Directors, as well as all the properties we own. The insured values and types of cover are carefully reviewed periodically and this is a requirement of our main loan agreement.

A commentary on how the Company reviews its internal controls can be found in the disclosure regarding Principle Nine below.

 

5. Maintain the Board as a well-functioning, balanced team led by the Chair

 

The Board consist of three Executive Directors and four Non-Executive Directors. Biographies of the directors can be found  in the Corporate Governance section of the Annual Accounts and via this link on our website: http://pantherssecrit.wpenginepowered.com/about-us/directors/

As stated in the Corporate Governance section of the Annual Accounts, the Board considers its four non-executive Directors to be independent. 

Mr Galan and Mr Kellner have been directors of the Company since 1994, although the rest of the Board consider them to continue to be independent, as they are sufficiently removed from the day-to-day operations of the Company to retain a critical and independent view.  Jonathan Rhodes and Paul Saunders joined the Board as non-executive Directors in 2022 and 2023 respectively. 

Over the year to 31 December 2022, the Board met four times, three of those times with all members present, the Audit Committee met three times with all members present and the Remuneration Committee met two times with all members present. Andrew Perloff, Simon Peters and John Perloff work full time. Bryan Galan, Peter Kellner, Jonathan Rhodes and Paul Saunders currently work on average six days per year.

All directors are kept apprised of financial and operational information in a timely fashion and in advance of any meetings. The executive directors regularly attend meetings to ensure decisions are made and inter-departmental communication is strong and transparent.

 

6. Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities

The Company has an Executive Chairman being Andrew Perloff, a separate CEO who is also the Finance Director, being Simon Peters. John Perloff is an Executive Director. Bryan Galan, Peter Kellner, Jonathan Rhodes and Peter Kellner are Non-Executive Directors.

Biographies of the directors can be found in the Corporate Governance section of the Annual Accounts and via this link on our website: http://pantherssecrit.wpenginepowered.com/about-us/directors/

The Board has a wide and well-rounded level of expertise and experience with a clear and proven track record. Professionally qualified members of the Board keep up to date with their Continuing Professional Development, which ensures they are familiar with changes and current developments in their fields and some members are on other boards which helps them see best practise elsewhere.  The Board Members take particular interests in keeping appraised on key issues and developments pertaining to the Group.

During the year ended 31 December 2022, neither the Board nor any committee has sought external advice on a significant matter and no external advisers to the Board or any of its committees have been engaged.

Aside from the directors’ stated roles and the role of Simon Peters as Company Secretary, the Board members do have any particular internal advisory responsibilities

 

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

The individual Board members are appraised by the Chairman and/ or Non-Executives as appropriate on their performance.  This process is informal in nature and is performed on an ongoing basis, rather than at pre-determined annual junctures. The main criteria against which individual director effectiveness is considered are:  ensuring that the right actions in the business are being taken and ensuring that directors continue to be effective.  The Company’s director evaluation process has not changed materially relative to previous years, on the basis that the Board are of the view that the above processes are appropriate for the Company’s requirements, given the nature of the Company’s business and the levels of experience on the Board.  There were no material findings from the Company’s Board appraisals over the year ended 31 December 2022, which was the same in the previous year.

All of the directors are periodically subject to re-election at the Annual General Meeting.

The Company does not currently have a periodic appraisal process for the effectiveness of the Board as a whole nor for the effectiveness of the committees (and this has not changed over previous years).

The Board considers succession planning and the need for further board or senior management appointments.  The Board believes that there is no need for changes to the current board, management and committee structures and membership in order to meet the needs of the Company’s current and medium-term requirements.  Regarding longer term succession planning, the Board currently comprises a good spread of ages which provides a natural succession buffer. This includes the recent appointments of Jonathan Rhodes and Paul Saunders.

 

8. Promote a corporate culture that is based on ethical values and behaviours

The board promotes a corporate culture of professional behaviour, integrity, professional competence and due care, objectivity and confidentiality. These values are promoted from the top down and embedded in our working practices and company policies. As noted in the disclosure above in respect of Principle Three, the Company has an open door policy where employees are able provide feedback, which allows the Board and management to have insights into the Company’s culture.

When new employees join the Company, they are provided a staff handbook and are required to become familiarised with the Company’s working practices and company policies. The Board and management are prepared to take appropriate action against unethical behaviour, violation of company policies or misconduct. 

 

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

The Company included a Corporate Governance Statement in its Annual Accounts. The Board is satisfied with the Company’s corporate governance, given the Company’s size and the nature of its operations, and as such there are no specific plans for any material changes to the Company’s corporate governance arrangements in the shorter term.

Andrew Perloff is Executive Chairman of the Company.  In his role as Chairman, he has overall responsibility for corporate governance matters in the Company, leadership of the board and ensuring its effectiveness on all aspects of its role.  Mr Perloff is one of the original co-founders of the Panther Securities property investment business and has been a significant driving force underlying the Group’s development. On this basis, the Board considers that it remains in the best interests of the Group to maintain Mr Perloff’s position as an Executive Chairman, notwithstanding that this is contrary to recommended best practice in the QCA Code that a Chairman should have adequate separation from the day-to-day business.

Simon Peters is Chief Executive Officer, in this role he leads the Company’s staff and is responsible for implementing those actions required to deliver on the agreed strategy.  Andrew Perloff and his family trusts are the beneficiaries of the majority of the Company’s ordinary shares.  Andrew Perloff is one of the original co-founders of the Panther Securities property investment business and has been a significant driving force underlying the Group’s development.  For many years, the Board did consider that it was in the best interest of the Group to maintain Andrew Perloff’s positions as both Chairman and Chief Executive Officer, notwithstanding that this is contrary to recommended best practice in the QCA Code.  However since 1 January 2022 these roles are now split with Simon Peters being the Chief Executive officer.

The Executive Directors have a responsibility for the operational management of the Group’s activities. The Non-executive Directors provide independent and objective insight and judgment to Board decisions. The Board has overall responsibility for promoting the success of the Group.

The board has established an Audit Committee and a Remunerations Committee comprised only of our non-executive Directors to provide a level of independence and objectivity.

 

Audit Committee

The Audit Committee consists solely of the four non-executive Directors and it is chaired by Peter Kellner. Its terms of reference are that it meets at least twice a year to review the Group’s accounting policies, financial and other reporting procedures, with the external auditors in attendance when appropriate. Over the year to 31 December 2022 the committee met three times with all members present. The internal controls are reviewed annually ensuring their effectiveness and any specific issues are dealt with if and when they arise. When the Board reviews internal controls they consider the effectiveness of controls, concentrating on all material controls, including operational and compliance controls, and risk management systems.

 

Remuneration Committee

The Remuneration Committee consists solely of the four non-executive Directors, , with Bryan Galan as the Chairman. Its terms of reference are that it reviews the terms and conditions of service of the Chairman and Executive Directors, ensuring that salaries and benefits satisfy performance and other criteria. When setting remuneration the Committee consults with the Chairman of the Board and no external third parties are consulted. In the year to 31 December 2022 the Committee met two times with all members present.

 

Remuneration policy

Company policy is to reward fairly the Executive Directors sufficiently to retain and motivate these key individuals.  In determining remuneration, consideration is given to their role, their performance, reward levels throughout the organisation, as well as the external employment market.  The Remuneration Committee considers that currently the Executive Directors’ remuneration is below market comparables, however some directors are incentivised by their personal holdings in the Company.  The only element of remuneration that reflects specific performance is the bonuses, however this is adjusted to reflect market conditions and company results.    

 

The Company does not have a Nomination committee, as the need for appointments and decisions regarding appointments are considered by the Board as a whole.

The key matters reserved for the Board are the following:

• Strategy
• Structure and capital
• Financial reporting and controls
• Internal controls
• Significant Investments
• Board membership and other appointments
• Delegation of authority
• Corporate governance
• Approval of company policies
• Other matters, such as key adviser appointments and insurance

 

10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company provides extensive information about the Group’s activities in the Annual Report and Financial Statements and the Interim Report, copies of which are sent to shareholders.  Additional copies are available by application. The Group is active in communicating with both its institutional and private shareholders and welcomes queries on matters relating to shareholdings and the business of the Group. All shareholders are ordinarily encouraged to attend the Annual General Meeting, at which Directors and senior management are introduced and are available for questions.  The Company provides a website with up to date information, including announcements and company accounts. 

The Board recognises the importance of communication with the Group’s shareholders and various stakeholders. The Group updates its website regularly with any announcements and always welcome shareholders queries which are welcomed by all members of the Board whenever they arise.

The Annual General Meeting also provides an important opportunity to meet shareholders. The Board has hot drinks before and after the Annual General Meeting where dialogue is encouraged.

The detailed results of voting on all resolutions in future general meetings will not be posted to the Group’s website or announced, as the Board feels that these results have in recent years been unambiguous and generally unanimous.

Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the Board will post this on the Group’s website and will include, on a timely basis, 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 the vote.

The Group’s financial reports for the last five years can be found via this link: http://pantherssecrit.wpenginepowered.com/financial/reports-and-accounts/

Notices of Annual General Meetings of the Company for the last five years are included at the end of each of the annual report and accounts.  Within the last five years, other than its Annual General Meetings, the Company has not held and other General Meetings of Shareholders.

Certain details regarding the Company’s Audit Committee and Remuneration Committee and their work over the year to 31 December 2022 can be found in the disclosure above in respect of Principle Nine.  The Company’s Audit Committee and Remuneration Committee do not produce public reports on their work over the year, although their work and key findings are communicated to the Board. Details of the Company’s remuneration policy can be found in the disclosure above in respect of Principle Nine and details of the Directors’ remuneration can be found above in the Directors’ Report.