The Board have elected to adopt the Quoted Companies Alliance (QCA) corporate governance code in line with the changes under the new rule 26 of the AIM Rules for Companies requiring all companies that are traded on AIM to adopt and comply with a recognised corporate governance code. The code revolves around ten principles and the following sets out how the business currently complies with this code.
Comptoir Group plc owns and operates Lebanese and Eastern Mediterranean restaurants based predominantly in England. The core restaurant brand of the Comptoir Group is Comptoir Libanais, which offers an all-day dining experience based around healthy and fresh food in a friendly, colourful and vibrant environment. Comptoir also generates franchise revenue by franchising the Comptoir Libanais brand to other restaurant operators, and operates smaller Lebanese and Eastern Mediterranean outlets under the Shawa brand, serving traditional shawarmas through a service counter. The Group also operates two sites under the Yalla Yalla brand. In addition, the Group owns a further standalone high-end restaurant, called Kenza.
The Company’s strategy is to create a sustainable, growing business through the focus on increasing customer awareness of the unique offering, continued selective investment in new sites and further expansion of its franchised operations, offering a complimentary and relatively low risk route to extend the presence of the brands, Comptoir Libanais and Shawa, both within the UK and overseas.
It is the Board’s role to ensure that the Comptoir Group is managed for the long term benefit of all shareholders. Corporate governance is a key part of this, in terms of seeking to reduce risk and add value to the business.
Further detail on the Group’s strategy and business model, as well as the key challenges faced by the Company in achieving its goals, can be found in the 2021 Annual Report and Accounts (“2021 Accounts”) and in the Company’s Admission Document which was published in June 2016 (the “Admission Document”), both of which can be found in the Comptoir Group’s corporate website (www.investors.comptoirlibanais.com).
The Company communicates openly with and listens to its shareholders to ensure that its strategy, business model and performance are clearly understood. We actively seek to understand what analysts and investors think about us as this is a key part of driving our business forward. We approach this via investor roadshows and meetings with investors (whether on a group or an individual basis).
Comptoir engages with shareholders in the following ways:
Corporate information (including all Company announcements) is available to shareholders, investors and the public on the Comptoir Group’s corporate website, https://investors.comptoirlibanais.com
Comptoir’s Financial Director, is primarily responsible for shareholder liaison. If shareholders wish to discuss any matters with him or Comptoir’s Chairperson, Beatrice Lafon, they can be contacted by email at investor.relations@comptoirgroup.co.uk
The Board recognises that long-term success relies upon good relations with its stakeholder groups, both internal (workforce) and external (suppliers, customers, regulators and others). As part of Comptoir’s annual planning and budgeting process, the Company seeks to identify its stakeholders and their respective needs, interests and expectations. In addition, the strategy for engaging with these stakeholder groups is formulated and implemented.
We are committed to a culture of respect and a positive, productive working environment, which is free from any form of discrimination. We are an equal opportunities employer and are committed to treating all current and potential new recruits equally.
Comptoir values feedback from its stakeholders and the mechanisms in place include:
The Company operates a risk assessment process, which is embedded in normal management and governance processes. As part of the annual planning and budgeting process, Comptoir management document the significant risks identified, the probability of those risks occurring, their potential impact and the plans for managing and mitigating each of those risks.
The Board reviews the annual risk assessment including an annual assessment of the effectiveness of the Company’s internal control system, comprising financial, operational and compliance controls, to ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver the Company’s strategy. This review considers issues included in reports received during the year, how the risks have changed during the year and reviews any reports prepared on internal controls by management and any issues identified by external auditors.
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness, whilst the role of executive management is to implement policies on risk management and control. The Company’s system of internal control is designed to mitigate, rather than eliminate, the risk of failure to achieve the Company’s business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss.
The Company operates a series of controls to meet its needs. These controls include, but are not limited to, the annual strategic planning and budgeting process, a clearly defined organisational structure with authorisation limits, reviews by senior management of monthly financial and operating information including comparisons with budgets, and cash flow reports and forecasts to the Board.
The Audit Committee (“AC”) reviews the effectiveness of internal controls. The AC receives reports from management and observations from the external auditors concerning internal control systems and any material control weaknesses. Significant risk issues, if any, are referred to the Board of Directors for consideration.
The Board of Directors does not believe it is currently appropriate to establish a separate, independent internal audit function, given the size of the Company.
Further detail on the key risks faced by the Group can be found in the latest Annual Report and the Admission Document.
The Board sets Comptoir’s overall strategic direction, reviews management performance and seeks to ensure that the Company has the necessary financial and human resources in place to meet its objectives. The Board is satisfied that the necessary controls and resources exist within the Company to enable these responsibilities to be met.
The Chairperson is responsible for running the business of the Board and for ensuring strategic focus and direction. The Chief Executive Officer proposes the strategic focus to the Board, implementing it once approved and oversees the management of the Company through the Executive Team.
The Board of Directors comprises the Non-Executive Chairperson, three Executive Directors and one Non-Executive Director; the Board and Committee responsibilities are set out below:
| Non-Executive / Executive Director | Board | Audit Committee | Remuneration Committee | |
| Beatrice Lafon | Non-Executive | Chairperson | Member | Member |
| Jean-Michel Orieux | Non-Executive | Member | Member | Member |
| Nick Ayerst | Executive | Member | - | - |
| Tony Kitous | Executive | Member | - | - |
| Finance Director (TBA) | Executive | Member | - | - |
The composition of the Board of Directors is reviewed regularly. Appropriate training, briefings, and inductions are available to all Directors on appointment and subsequently as necessary, taking into account existing qualifications and experience.
The Comptoir Board currently includes two independent non-executive directors, Beatrice Lafon and Jean Michel Orieux.
The Directors’ employment and service contracts are summarised below:
Non-executive directors, per their letters of appointment, have a time commitment to the Company of which includes the attendance of twelve board meetings and the Company’s AGM. In addition, non-executive directors are expected to devote appropriate preparation time ahead of each meeting.
One third of all Directors are subject to annual reappointment by shareholders as well as any Director appointed by the Board in the period since the last AGM. Tony Kitous will be offering himself for re-election at the forthcoming AGM.
The Board of Directors meets every month with additional meetings or conference calls held as required. Each Director is provided with sufficient information to enable them to consider matters in good time for meetings to enable them to discharge their duties properly.
The Board receives monthly briefings on the Company’s performance (including detailed commentary and analysis), key issues and risks affecting the Company’s business.
There is a documented schedule of matters reserved for the Board, the most significant of which are:
All Directors have access to the advice and services of the Company Secretary. In addition, any Director may take independent professional advice if necessary, at the Company’s expense.
The Company maintains liability insurance for its Directors and Officers. The Company has also entered into indemnity agreements with the Directors, in terms of which the Company has indemnified its Directors, subject to the Companies Act limitations, against any liability arising out of the exercise of the Directors’ powers, duties and responsibilities as a Director or Officer.
Each of our directors brings a wide range of skills and depth of knowledge that collectively contribute to the effectiveness of the Board as a whole.
The Board of Comptoir has a strong mix of operational, commercial and financial skills and experience, with the Board having extensive experience across the multi-site restaurant sector.
The Company also receives advice from its external advisers, specifically Gerald Edelman (Technical Accounting and Taxation Services), Cavendish Capital Markets Ltd (Nominated Advisor and Broker), Howard Kennedy LLP (Lawyers to the Company) and UHY Hacker Young LLP (Auditors to the Company).
The Board provides leadership in the development, implementation and promotion of the Group’s strategy. The Board ensures that the Company’s culture and values are aligned with this strategy.
The Board meet as a minimum each month, to review:
Comptoir has established a Board effectiveness review to enable the Board to stand back and assess its strengths and areas for development. This review will initially be conducted internally and will be performed annually.
The effectiveness of the Board is also measured on the achievements of the Company’s annual budget and strategic plan.
Given Comptoir’s size, the Company does not have internal succession candidates for the Executive Directors. Comptoir’s approach would therefore be, in the event an Executive Director replacement is required, to seek to recruit though a recruitment search process. The Board are satisfied that the Company’s middle management will ensure the Company’s business is not adversely impacted in the period between an Executive Director leaving and a replacement being recruited.
The Comptoir Remuneration Committee reviews and recommends nominees as new directors to the Board. Senior management appointments are required to be approved by the Comptoir Remuneration Committee.
Successful companies have a strong culture and deeply rooted shared values. In common with most restaurant operators, at Comptoir, we know that the skills, experiences and passion of our employees are genuinely what enable our customers to experience the highest level of quality, standards and service.
With a growing business, the level of team diversity and multi-site operations, we have recognised the importance of our culture and values. Our culture and values are underpinned by the strategy which promotes a Lebanese canteen that is accessible to everyone in terms of affordability and atmosphere, but most of all a place that will celebrate the warmth and tastes of Lebanese culture with the aim of making Lebanese food as accessible as Italian food.
It is really important that our customers feel like they are walking into a family environment every time they enter a Comptoir restaurant. Our teams are chosen carefully, we want people who share the same passion and drive that we have for our customers.
We have a code of conduct, to which all team members sign up to when they begin their employment with Comptoir Group. This includes subjects covering conflicts of interest, fraud, bribery and corruption. We take a zero-tolerance approach to bribery and corruption and are committed to act professionally, fairly and with integrity in all business dealings and relationships.
We operate an internal ‘care card’ process whereby the Operations Team (including individual restaurant managers) make unannounced visits to sites and carry out a comprehensive review culminating with the completion of a detailed report which includes evaluation that all team members are working to the highest operational and ethical standards.
The Board undertakes informal enquiries of employees to ensure these values are upheld and promoted to ensure a healthy corporate culture. Feedback from all stakeholders in the business, as set out in Principle 3, allows the Board to assess the state of its corporate culture, as well as performance against the Company’s internal targets.
Descriptions of the roles and responsibilities of the Chair and CEO are set out above in relation to principle 5, along with matters reserved for the Board.
Comptoir recognises its responsibility to provide entrepreneurial and responsible leadership to the Group within a framework of prudent and effective controls (described below) allowing assessment and management of the key issues and risks impacting the business.
The Board sets Comptoir’s overall strategic direction, reviews management performance and ensures that the Company has the necessary financial and human resources in place to meet its objectives. The Board is satisfied that the necessary controls and resources exist within the Company to enable these responsibilities to be met.
The Board also ensures that the principal goal of the Company is to create shareholder value, while having regard to other stakeholder interests and takes responsibility for setting the Company’s values and standards.
The Company has an Audit Committee and a Remuneration Committee, details of which are set out below.
Audit Committee (“AC”)
The AC comprises Beatrice Lafon, who is the Committee Chairperson, and Jean-Michel Orieux and meets at least twice a year. The Company’s Chief Financial Officer and the Company’s external auditors attend the meetings. The AC reviews the scope and results of the external audit, its cost effectiveness and the objectivity of the auditors. It also reviews, prior to publication, the interim financial statements, preliminary results announcement, the annual financial statements and the other information included in the Annual Report. In addition, the AC considers the regulatory, technical and operational risks of the Company and ensures these risks are properly assessed, monitored and reported on and the appropriate policies and procedures are in place
Remuneration Committee (“RC”)
The RC comprises Beatrice Lafon, who is the Committee Chairperson, and Jean-Michel Orieux. The RC meets at least twice a year.
The RC reviews and recommends nominees as new directors to the Board, reviews the performance of the Executive Directors and sets the remuneration of the Executive Directors. In addition, the RC determines the payment of bonuses to Executive Directors and approves the Company’s bonus and incentive arrangements for employees.
The remuneration of the Chairperson and Non-Executive Directors is decided upon by the Board of Directors.
The RC is also responsible for ensuring the Company’s share option schemes are operated properly and approves the share option grants to Executive Directors and employees.
The Board will, as the Company’s business develops and grows, review the appropriateness of the governance framework on an ongoing basis, including the composition of the Board and the requirement for an internal audit function, to ensure the Company delivers on its strategy and goals whilst maintaining appropriate governance structures.
The Company communicates with shareholders through the Annual Report, interim and annual announcements, the AGM, investor roadshows and meetings with individual existing or potential new investors.
Corporate information (including all Company announcements and notices of general meetings) is available to all shareholders, investors and members of the public on the Comptoir Group’s corporate website, https://investors.comptoirlibanais.com. The Company’s latest independent auditors’ and directors’ reports can also be viewed as part of its most recent annual report.