Board of Directors
The Directors of the Company are:
P Haining FCA
L C A Newnham
G S Marsh
W G Marsh
J M Lavery
G L Comben
Peter Haining FCA, (dob 05/09/1956), Non-executive Director, Company Secretary and Chairman
Peter Haining qualified as a chartered accountant in 1980 and later worked at Binder Hamlyn.
He left Binder Hamlyn in 1992, together with three colleagues, to establish The Kings Mill Partnership, who were the Company’s previous auditors. As well as fulfilling a role as Non-executive Director and Chairman, Peter Haining has specific responsibility for reviewing and advising on the Group’s budgets and financial affairs.
Cyril Newnham, (dob 19/08/1937), Non-executive Director and Deputy Chairman
Cyril Newnham is a chartered accountant who has held senior management posts in major companies, both in the UK and overseas. He has held a number of directorships within the electronics industry. He currently conducts a management consultancy practice.
Gary Marsh, (dob 27/04/1966), Managing Director
Gary Marsh joined the Company in 1986 having gained an HND in Business and Finance Studies.He has held various positions within the Group including that of Operations Director of Solid State Supplies prior to his appointment as its Managing Director in 1997. In addition to this role, Gary Marsh was appointed Group Managing Director in 2002 following the acquisition of Steatite.
William Marsh, (dob 23/07/1937), Director
Educated at Kingston-upon-Thames Technical College, Bill Marsh started work at Hackbridge Transformers in 1954 as a Student Apprentice. In 1960, having gained an HNC qualification in electrical/electronic engineering he joined the Royal Air Force as an Air Radar Fitter. In 1962 he joined Hewittic Rectifiers where he worked as a Design Engineer and later as a Contracts Engineer. In 1968 Bill joined International Rectifier as an Area Sales Manager, rising to the position of General Sales Manager (Northern Europe). In 1974 he joined Solid State Supplies as Managing Director until he stepped down in 1997. Following a spell as Company Chairman he has continued to serve on the Board of Directors.
John Lavery, (dob 06/05/1961), Director
John Lavery is an apprenticed trained engineer in Electronics Communications. He moved into Sales in the 1980’s with Steatite before being appointed to The Board of Directors at the age of 28.He has held positions of Director of Sales and Marketing after a years training with Institute of Directors for Corporate Governance, before being appointed Managing Director of Steatite in 1999. He presently runs the operations of both Steatite and Wordsworth on behalf of Solid State plc.
Gordon Comben, (dob 09/09/1939), Non-executive Director
Gordon Comben trained as radio officer and after leaving the merchant navy worked in the electronics industry with Plessey, Texas Instruments, Philips and International Rectifier. In 1971 he founded Solid State Supplies and has been employed in various roles including Company Chairman. He is currently a Non-executive Director of the Company.
Corporate Governance
The Company’s shares are listed on the Alternative Investment Market (AIM). As an AIM listed company, Solid State plc is not required to comply with the provisions of Section 1 of the Combined Code as set out in the Financial Services Authority Listing Rules. Whilst not required to do so, as a matter of best practice, the Directors voluntarily endeavour to comply with those provisions which they consider to be relevant to a company of this size.
Board of Directors
The Board consists of three executive Directors and two Non-executive Directors and holds at least four Board meetings regularly throughout the year at which reports on the Group’s operations, together with the Group’s finance reports are considered. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions. All directors are subject to retirement and re-appointment by rotation.
The Board comprises the executive management of the Group and thus maintains full control over its activities. Decisions are accordingly taken quickly and effectively following consultation among the Directors concerned if any matters arise. The Board takes the view that this direct but flexible approach enables the Company to deal effectively with all matters.
Committees
The audit committee consists of Cyril Newnham and Bill Marsh and meets regularly to ensure that the financial performance of the Group is properly recorded and monitored, to meet the auditors and to review the reports from the auditors relating to accounts and internal control systems.
The remuneration committee consists of Bill Marsh, Cyril Newnham and Peter Haining. The purpose of the committee is to review the performance of the full time executive Directors and to set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of the shareholders. It is a rule of the committee that no Director shall participate in discussions or decisions concerning his own remuneration.
Internal Control
In respect of internal controls, the Directors are aware of the Turnbull Report and are continually reviewing the effectiveness of the systems of internal controls, the key elements of which having regard to the size of the Group are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that the regular management accounts are presented to the Board wherein the financial performance of the Group is analysed.The Directors acknowledge that they are responsible for the system of internal control which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.