Davenham Corporate Governance

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Directors and the Board

The Board comprises a non-executive Chairman, the Chief Executive, the Finance Director, Risk Director and two non-executive Directors.

The roles of the Chairman and the Chief Executive are separate.  The Chairman is responsible for leading the Board and in ensuring there is timely and effective communication to and between Board members.  The Chief Executive is responsible for the day-to-day management of the Group and, once agreed by the Board as a whole, the development and implementation of strategy.  The segregation of responsibilities between the Chairman and the Chief Executive, has been set out in writing and was formally approved by the Board on 23 August 2006. 

The non-executive Directors are free from any business or other relationship which could materially interfere with the exercise of their judgement and have no involvement with the day-to-day management of the Company.  The Board considers the non-executive Directors to be independent and feels that their diverse experiences and backgrounds bring a depth of debate and alternative viewpoint to the Board. The Senior Independent Director is  G L Footitt..

The Board operates formally through monthly, agenda-driven Board meetings, most of which are held at the Company’s Head Office. Matters reserved for the Board have been set out in writing and formally approved by the Board. In addition to the full Board meetings, the Directors dedicate three days each year to strategy review.  The Chief Executive updates the Board with any operational and strategic developments at the monthly meetings.  Frequent informal dialogue between the Directors supplements the formal Board meetings.  During the year the Chairman meets with the non-executive Directors without the executive Directors present and the non-executive Directors meet without the Chairman being present. 

The Board is responsible to shareholders for the management and control of the Group’s activities, its strategic objectives, its system of Corporate Governance and the stewardship of the Group’s resources.  This is achieved by regular review of the key activities of the Group through the monthly management accounts, presentations and adhoc external consultant reports.  Additionally, the Board receives analysts’ and brokers’ reports and is updated on any movements in major shareholdings.  A Board pack comprising of information to be reviewed and discussed is forwarded to all Board members in advance of the monthly meetings to allow the Directors to be fully prepared. 

The Company Secretary reports to the Board and advises individual Directors as required on Board procedures and Corporate Governance matters.  Directors may additionally seek to take independent professional advice at the Company’s expense.  Appropriate third party Directors and Officers insurance is maintained by the Company.

In July each year the Board undertakes a formal evaluations of itself, its committees and the collective contribution of the Board of Directors.

In accordance with the Company’s Articles, at least one third of the Directors are required to retire at each Annual General Meeting and all Directors are required to submit themselves for re-election at least once every three years. 

Relationship with Shareholders

The Board, led by the Chairman, recognises the importance of effective communication and accountability to all shareholders and is kept informed of their views through the house-brokers and feedback from direct communications with and presentations to institutional investors and fund managers.

Each shareholder receives the Annual Report and Accounts on the full-year results and an Interim Report on the half-year results.  Following the announcement of results, the Directors give presentations on the results to the investment community in London and Edinburgh.  The full-year and half-year reports are made available on the Company’s website (www.davenham.co.uk). 

The Company’s Annual General meeting takes place in Manchester and formal notification, together with the Annual Report and Financial Statements, is sent to shareholders at least 21 clear days in advance of the meeting.

All Board members are available, formally during the AGM and informally afterwards, for questions.  Each item of business is the subject of a separate resolution.  The collection and analysis of the proxy votes is handled independently by the Company’s registrars.  The Chairman announces the results of the proxy votes after shareholders have voted on a show of hands. The results are also published on the Company’s website.

The Chairman and Senior Independent Non-executive Director are available to shareholders and may be contacted through the Company Secretary.

Corporate and Social Responsibility

The Board recognises the importance of social, environmental and ethical matters in the conduct of the Group’s business. The Board is committed to managing and reducing its adverse impact on the environment. The activities of the Group are carried out in a responsible way that ensures the highest standards of health and safety in respect of our employees and customers. Employees are provided with a challenging yet rewarding working environment and are fundamental to the future success of the Group.

Internal Controls

The Board has overall responsibility for the Group’s systems of internal controls and delegates the annual review of internal control processes and their effectiveness to the Audit Committee.  The internal control systems are designed to meet the Group’s needs and address the risks to which it is exposed.  Such systems manage, rather than eliminate, the risks faced by the business and can only provide reasonable and not absolute assurance against material misstatement or loss.

Complaints Procedure

Introduction

We are committed to providing a high standard of service.  However, we do recognise that on occasions problems may arise and we may fall short of your expectations or the service levels to which we aspire. 

The following explains what you need to do if you are in any way dissatisfied with our service and wish to make a complaint.

We welcome comments on our service.  Not only do they help us work to improve our individual service, but they also assist in the enhancement of our products and services, which, in general makes life easier for all of our clients.

How to make a complaint

If you have a complaint about any aspect of our service, then we would like to hear from you.  You can contact us in person, in writing, by e-mail or by telephone.

To make a complaint, please contact:

Complaints Manager
Davenham Group
274 Deansgate
Manchester
M3 4JB

Tel : 0161 832 8484
E-mail : complaints@davenham.co.uk

Information you will need to provide

To help us to investigate and resolve your complaint as quickly as possible, please provide the following information:

• The agreement number, name and address
• Your name (if different from the agreement details)
• A daytime telephone number where we can contact you
• A clear description of your concern or complaint
• Details of what you would like us to do to resolve the complaint
• Copies of any relevant documentation

How we will handle your complaint

We will try to resolve your complaint as quickly as possible.  The first step is for us to be clear on the nature of your complaint, and to identify with you what we can do to resolve the issue.  The more information you can give us the better.

If we are unable to resolve your complaint within 5 working days, we will:

• Acknowledge receipt of your complaint
• Confirm who will handle your complaint, and how you can contact them (on occasion, to ensure that the most appropriate person reviews your complaint, this may not be the person to whom you complained initially)

If your complaint is particularly complex in nature, we will seek to keep you informed of the progress we are making as our investigations continue.  We will aim to resolve your complaint within a maximum of 4 weeks.  However, if we are unable to do so, we will send you a written update and will let you know by when we expect to have resolved it.

When we have resolved your complaint, we will write to you with details of the actions we are proposing, or have taken.

If you are still not satisfied ….

If we have been unable to provide a final response within 8 weeks we will write to you explaining why. If you are still not happy, you may seek a review from the Financial Ombudsman Service. You can contact the Financial Ombudsman Service directly at:

The Financial Ombudsman Service
South Quay Plaza
183 Marsh Wall
London
E14 9SR
Telephone : 0845 080 1800
E-mail :enquiries@financial-ombudsman.org.uk
Website : www.financial-ombudsman.org.uk

Anti Money Laundering Statement

It is Davenham Group plc's policy to ensure that our company, its senior management and all of our companies employees are committed to complying with all relevant legislation and appropriate guidelines designed to detect, deter and prevent money laundering and other activities intended to facilitate the funding of terrorist or criminal activities. We will at all times ensure the protection of our staff, and safeguard our organisation and reputation against the threat of money laundering and the funding of terrorist and criminal activities.

At a minimum we will:
» Appoint a Money Laundering Reporting Officer;

» Take reasonable measures to establish the identity of any person for whom it is proposed to provide any services;

» Gather and maintain customer due diligence information;

» Complete ongoing monitoring of customer transactions;

» Retain identification and transactional documentation as defined in the legislation which we operate;

» Operate a risk based approach;

» Provide initial and on going training to ensure all relevant staff are aware of their personal responsibilities and the anti-money laundering procedures in respect of identifying clients, monitoring, record-keeping, remaining vigilant at all times and reporting any suspicious transactions;

» Report to the relevant authority where there are reasonable grounds to suspect that a money laundering offence has been or is being committed;

» Comply with the requirements of legislation and appropriate guidelines in the jurisdiction in which we operate.

Statutory Information

Davenham Group plc is registered in England, Company No. 3976032.

Davenham Group plc has three trading subsidiaries:

Davenham Trust plc, registered in England, Company No. 1644925. Davenham Trust plc trades under the name of Davenham Property Finance and also Davenham Asset Finance.

Davenham Trade Finance Limited, registered in England, Company No. 1908417. Davenham Trade Finance Limited trades under the name of Davenham Trade Finance.

Manor Credit (Davenham) Limited, registered in England, Company No. 6274452. Manor Credit (Davenham) Limited trades under the name of Manor Credit Limited.

The registered office of Davenham Group plc, Davenham Trust plc, Davenham Trade Finance Limited and Manor Credit (Davenham) Limited is at 274 Deansgate, Manchester M3 4JB