The Board Constitution and Procedures

The Company is controlled through the Board of Directors, which currently comprises one Non-Executive Director and two Executive Directors. The Chief Executive’s responsibility is to focus on co-ordinating the company’s business and implementing group strategy.


A formal schedule of matters is reserved for consideration by the Board, which meets approximately four times each year. The Board is responsible for implementation of the investing strategy as described in the circular to shareholders dated 6 February 2007 and adopted pursuant to shareholder approval at the Company’s EGM on 28 February 2007. It reviews the strategic direction of the Group, its codes of conduct, its annual budgets, its progress towards achievement of these budgets and any capital expenditure programmes. In addition, the Directors have access to advice and services of the Company Secretary and all Directors are able to take independent professional advice if relevant to their duties. The Directors receive training and advice on their responsibilities as necessary. All Directors, in accordance with the Code, submit themselves to re-election at least once every three years.


Remuneration Committee

The Remuneration Committee comprises of the Non-Executive Chairman of the Board and a Non-Executive Director, and is chaired by RICHARD BARRY ROSENBERG. The Remuneration Committee considers the terms of employment and overall remuneration of the Executive Directors and key members of Executive management regarding share options, salaries, incentive payments and performance related pay. The remuneration of Non-Executive Directors is determined by the Board. No director or manager shall be involved in any decisions as to their own remuneration.


Audit Committee

The Audit Committee comprises of the Non-Executive Chairman of the Board and a Non-Executive Director and is chaired by the Chairman of the Board. The duties of the Committee include monitoring the auditor’s performance and reviewing accounting policies and financial reporting procedures.”


The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA 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”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in our next annual report.

Richard Rosenberg, Non-executive Chairman

This disclosure was last reviewed and updated on 18 May 2023






QCA Code Principle


Application (as set out by QCA)


What we do and why


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


The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.


Livermore Group’s strategy is focused primarily on investments which generate regular cash flows and where the team has considerable investment experience and skills. These investments generally include exposure mainly to senior secured and usually broadly  syndicated US loans.


Strong emphasis is given to maintaining sufficient liquidity and low leverage at the overall portfolio level and to re-invest in existing and new investments along the economic cycle.


Core pillars of investment strategy are:

-       Investing with discipline and patience

-       Using data and technology to continuously improve, analyze, and

-       Building strong relationships with its counterparties and employees.


The Company does not utilize an external management company structure and thus does not bear the burden of external management and performance fees. Furthermore, the interests of Livermore’s management are aligned with those of its shareholders as management has a substantial ownership interest in Livermore shares.


The key challenges to the business and how these are mitigated are detailed in the “Review of the Business and Risks” section of our Annual Report and Accounts.



2.   Seek to understand and meet shareholder needs and expectations


Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.


The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.


Livermore Group encourages two-way communication with both its institutional and private investors and responds quickly to any queries received. The Chairman talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.


The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.


Where voting decisions are not in line with the company’s expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.


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


Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.


Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.


Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.


Livermore Group is committed to sustainably deliver long term success and creating a win-win environment for all its stakeholders. It does so by fostering strong relations and a sense of loyalty and integrity in all aspects of our business. The Board will be reported to regularly on feedbacks from its major stakeholders:

1.  Shareholders: Generate strong, consistent returns, encourage open dialogue and continue reporting on investments and business activities

2.  Employees: Continue to encourage independent thinking and development, institute employee engagement feedback to listen and address issues, and reward competitively and based on performance.

3.  Suppliers and Transaction Counterparties: Active engagement through individual meetings as well as regular calls and conference attendances.



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


The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.


Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).





Audit, risk and internal control: The Company has an established framework of internal financial controls, which is designed to ensure that risk of mis-statement or loss is kept to a minimum. The controls are reviewed regularly by the Executive Management and the Audit Committee, as well as our external independent auditors. The external auditors include their review of internal controls in their “Key Issues Memorandum” and report to the Audit Committee.


Given the Company’s size and the nature of its business, the Board does not consider that it is necessary to have an internal audit function.


“Review of the Business and Risks” section of our Annual Report and Accounts details risks to the business, how these are mitigated.


The Board considers risk to the business at every Board meeting (at least 4 meetings are held each year). The Company has instituted a ledger to record and be updated at each meeting. The Company will formally review and document the principal risks to the business at least annually.


Both the Board and senior managers are responsible for reviewing and evaluating risk. The Executive Directors receive regular reports on trading performance, and quarterly discuss budgets and forecasts and new risks associated with ongoing trading.





QCA Code Principle


Application (as set out by QCA)


What we do and why

5.  Maintain the board as a well- functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.


The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.


The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement.


The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.


Directors must commit the time necessary to fulfill their roles.

The Company is controlled by the Board of Directors. Richard Rosenberg, the Non-executive Chairman, is responsible for the running of the Board and Noam Lanir, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy. Ron Baron, the Chief Investment Officer, is responsible for the investment implementations and risks.


All Directors receive regular and timely information of the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. In addition, minutes of the meetings of the Directors are circulated to the Board of Directors. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in furtherance of their duties, if necessary, at the company’s expense.


The Board comprises two Executive Directors and one Non-Executive Directors. The Board is in the process of adding one more Non-Executive Director. The Board considers that all Non- executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.


The Board is supported by the Audit and Remuneration Committee.  The role of these Committees is detailed in the “Corporate Governance Statement” section of our Annual Accounts and Reports.


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


The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.


The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.


As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.


The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in areas of investment, business management, and accounting. With the anticipated addition of an additional non-executive board member in the near future, the Board believes it will have the desired balance between executive and non-executive directors.


The Board oversees the process and makes recommendations on all new Board appointments.  Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. 


The Board intends to carry out an evaluation of its performance annually, taking into account the Financial reporting Council’s Guidance on Board Effectiveness.


The Company Secretary supports the Chairman in addressing the training and development needs of Directors.


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


The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.


The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.


It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.


Richard Rosenberg, as Chairman of the Board, has been assessing the individual contributions of each of the members of the team to ensure that:

-          Their contribution is relevant and effective

-          That they are committed

-          Where relevant, they have maintained their independence.


Over the next 12 months, the Board intends to carry out an evaluation of its performance annually, taking into account the Financial reporting Council’s Guidance on Board Effectiveness.


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


The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.


The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.


The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.


The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.


The Board members of the Company lead by example and to do what is in the best interest of the Company and the community that they live in.


Richard Rosenberg, Chairman of the Board, is a trustee of a Teenage Cancer Trust, and regularly cycles and runs to raise funds  for the charities he supports.


Noam Lanir, the CEO and executive director, has been actively involved in philanthropic activities including working with the Sh'erit ha-Pletah and the Foundation for the Welfare of Holocaust survivors in Israel.


Ron Baron, the CIO and executive director, founded the Israel Cycling Academy, a philanthropic venture for the development of cycling in Israel as well as a professional Pro-continental cycling team.


The Company tries to embody the ethical values of its Board members and actively looks to contribute to and engage with institutions and people that share its ethical values and behaviors


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


The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:


•  size and complexity; and

•  capacity, appetite and tolerance for risk.


The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.


The “Corporate Governance Statement” in our Annual Report & Accounts details the company’s governance structures and why they are appropriate and suitable for the company to support good decision-making by the Board members.


The Board meets in person at least four times a year and at  additional times via teleconference. At each meeting, the members discuss the current corporate governance structures and improvements that may be required to be in line with the needs of the Company and the regulatory environment. For example, the Board authorized GT UK to conduct a gap analysis when implementing the QCA code and is taking active steps to incorporate changes, where required.






QCA Code Principle


Application (as set out by QCA)


What we do and why


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


A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.


In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:


·         the communication of shareholders’ views to the board; and

·         the shareholders’ understanding of the unique circumstances and constraints faced by the company.


It should be clear where these communication practices are described (annual report or website).


The Company encourages two-way communication with both its institutional and private investors and responds quickly to any queries received. The Chairman is regularly available to communicate with the Company’s major shareholders and ensures that their views are communicated fully to the Board.


The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.