Digital Barriers plc provides visually intelligent solutions to the global surveillance, security and safety markets.
The company combines organic business development with the acquisition of specialist businesses or assets, which the Board believes can be developed through the application of a focused surveillance, security and safety strategy in both commercial and defence markets, drawing upon the Directors' specialist knowledge.
Digital Barriers plc is incorporated in the United Kingdom, its main country of operation. Digital Barriers plc is a company registered in England and Wales. Its registered number is 7149547 and its registered office is Cargo Works, 1-2 Hatfields, London SE1 9PG, United Kingdom. The information in this Investors section is disclosed pursuant to Section 26 of the AIM Rules for Companies. All investor and company enquiries should be directed to our financial PR agency, FTI Consulting, whose contact details are given below:
We operate under the regulations required of our AIM-listing status, including the oversight of our main Board, as well as its Audit Committee, Remuneration Committee and Nomination Committee. Digital Barriers is committed to maintaining high standards of corporate governance. The Group is not bound by the provisions of the 2014 UK Corporate Governance Code (‘the Code’), given that it is listed on AIM and accordingly we do not fully comply with the Code.
However, we have reported on our corporate governance arrangements by drawing upon best practice available, including those aspects of the Code we consider to be relevant to the company. The Company is subject to the UK City Code on Takeovers and Mergers. The Board receives information on a monthly basis covering the following issues: Finance, Strategy, Acquisitions, Sales, Marketing, Technology, HR, Investor Relations and Company Secretarial Issues.
The Board is scheduled to meet formally 11 times a year, at which the information is reviewed and debated. Additional meetings are held as necessary. The details of the company's advisors can be found at the bottom of this page.
Digital Barriers reports twice a year as required under its UK listing regulations and our reporting year is April 1 - March 31. Our latest report is our Annual Report 2016 and all of our interim and annual reports are available for download from our resources section.
As required under the regulations of AIM, Digital Barriers issues regulatory news service (RNS) announcements that cover acquisitions, major contract awards and other required information. A full list of acquisitions to date can be found here. We also provide regular updates on our business and these can be found here. All financial and company enquiries should be directed to Ed Bridges or Matt Dixon at FTI Consulting on +44 (0) 207 831 3113.
Advice is taken as required and where input can assist the Board in its operation and strategic aims. In addition, the Company Secretary is available to the Chairman of the Board and its committees to provide guidance where relevant.
Bernie Waldron has been appointed the Senior Independent Director to ensure that shareholders have a point of contact should they wish to raise concerns about the company.
The company has retained the following advisors to assist the Board and its committees:
Nominated Advisor and Broker
Investec Bank plc, 2 Gresham Street, London EC2V 7QP
Auditors and Reporting Accountants
Ernst & Young LLP, 1 More London Place, London SE1 2AF
Osborne Clarke, One London Wall, London EC2Y 5EB
Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE
Hewitt New Bridge Street, 6 More London Place, London SE1 2DA
FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD
Digital Barriers plc is listed on the AIM market. The number of securities currently in issue is 165,130,024 ordinary shares of 1 pence each.
As at 31 March 2017 the Company was aware of the following shareholdings representing 3% or more in the Company's existing issued Ordinary Share Capital.
|Name||Number of Ordinary Shares||% of Share Capital|
|Schroder Investment Management||34,115,609||20.66|
|Herald Investment Management||14,329,712||8.68|
|M&G Investment Management||11,666,158||7.06|
|Henderson Global Investors||10,186,122||6.17|
|Invesco Perpetual Investment Management||9,619,790||5.83|
|Soros Fund Management||9,275,000||5.62|
|Hargreave Hale, Stockbrokers||8,285,464||5.02|
Digital Barriers reports twice a year as required under its UK listing regulations. The reporting year is April 1 - March 31. Our interim and annual reports are available from our resources page you can access our interim and annual reports as they are released.
Digital Barriers is committed to maintaining high standards of Corporate governance. The Group is not bound by the provisions of the 2012 UK Corporate Governance Code (‘the Code’) given it is listed on AIM accordingly we do not fully comply with the Code. However, we have reported on our corporate governance arrangements by drawing upon best practice available, including those aspects of the Code we consider to be relevant to the company and best practice. The Company is subject to the UK City Code on Takeovers and Mergers.
We operate under the regulations required of our AIM-listing status, including the oversight of our main Board, as well as its Audit Committee, Remuneration Committee and Nomination Committee. The terms of reference (ToR) for these committees and the Board members can be downloading via the links to the right of the board profiles and in the Board Committeessection. Details of the company advisors can be accessed on the Advisors page.
The Board receives information on a monthly basis covering the following issues: Finance, Strategy, Acquisitions, Sales, Marketing, Technology, HR, Investor Relations and Company Secretarial Issues. The Board is scheduled to meet formally 11 times a year, at which the information is reviewed and debated. Additional meetings are held as necessary.
Tom was appointed a Director on 8 February 2010 and is the Non-Executive Chairman of Digital Barriers plc. Prior to joining Digital Barriers, Tom spent over 20 years with Detica Group plc, following studies at the Universities of Strathclyde and Oxford. He was appointed Chief Executive in 1995 and led the £12-million management buyout of Detica in 1997 and the Group’s flotation on the London Stock Exchange in April 2002. He then oversaw the acquisition of Detica by BAE Systems in 2008 for £538 million, at which time Detica was a business with revenues of more than £200 million and around 1,600 staff. He is currently a Non-Executive Director of Adept 4 (formerly Pinnacle Technology Group plc) and Herald Investment Trust plc, a Director of Grantdean Ltd and a trustee of the Black Family Charitable Trust.
Zak was appointed a Director on 8 February 2010 and, in addition to leading the executive team, is responsible for sales and marketing at Digital Barriers. He has spent more than 20 years working across the technology and professional services sectors, and more than 10 years specialising in defence and homeland security. Zak joined Digital Barriers from Detica Group plc, where he was Group Strategy Director with responsibility for all areas of corporate strategy, acquisitions and organisation development. Before Detica, Zak spent nine years at Andersen Consulting (later Accenture), working across a number of industry sectors.
Colin was appointed a Director on 8 February 2010 and leads the engineering and operations teams at Digital Barriers. Colin has 22 years’ experience working in the defence and homeland security industry, delivering complex technology systems, managing relationships with other technology partners and system integrators, and optimising internal delivery processes. Prior to joining Digital Barriers, Colin spent 15 years with Detica Group plc, where he was Chief Operating Officer.
Sharon was appointed a Director on 3 March 2014 and is responsible for all aspects of financial management and reporting in the Group. Sharon is a Chartered Accountant by training, having started her career at Ernst & Young in 2000. She joined Digital Barriers following her previous role as VP, Commercial Finance at Sophos Limited, having previously served with the organisation as Group Financial Controller. Sharon graduated from Southampton University with a degree in Accounting and German and is a member of the Institute of Chartered Accountants in England and Wales.
Paul was appointed a Non-Executive Director on 1 April 2012. He is a qualified Certified Accountant who started his career at Price Bailey Partners in 1986, and has subsequently served in a number of senior finance roles. Paul has spent most of his career at AVEVA Group plc and served as Group Finance Director from March 2001 to December 2010. During this period revenues increased from £28 million to £164 million, resulting in pre-tax profit of £63 million and a market capitalisation of more than £1 billion. He is currently Non-Executive Director and Chairman of the Audit Committee of Escher Group Holdings plc, Ubisense Group plc and a Trustee of the CAD Centre Pension Fund. Paul is Chairman of the Audit Committee and serves on the Remuneration and Nomination Committees of Digital Barriers plc.
Bernie was appointed a Non-Executive Director on 1 July 2012. He has more than 30 years’ experience in the global technology marketplace, including positions as Director of Strategy for IBM Corporation, based in New York, General Manager of IBM’s Industrial Sector business for Europe, Middle East and Africa, and Executive Chairman of the former Maersk Data Group of companies, based in Copenhagen. He is a Non-Executive Director of Servelec plc, Node 4 Limited, Process Systems Enterprise Limited and Glory Global Solutions Limited and is a Board mentor for Criticaleye. He was formerly a Non-Executive Director of KNEIP Communications S.A in Luxembourg and a Visiting Professor at Cass Business School. Bernie has an MA in Mathematics from Cambridge University. Bernie is the Senior Independent Director, Chairman of the Remuneration and Nomination Committees and serves on the Audit Committee of Digital Barriers plc.
John was appointed Company Secretary on 13 April 2010 and is responsible for the core Company Secretarial function within the Group. John qualified as a Chartered Secretary in 1987 and has previously acted as Company Secretary to Eve Group plc, Peterhouse Group plc and Detica Group plc. John is Secretary to the Board and acts as Secretary to the Board Committees.
Digital Barriers has established an Audit Committee, a Remuneration Committee and a Nomination Committee. The Audit Committee is chaired by Paul Taylor and has Bernie Waldron as a member. The Remuneration and the Nomination Committees are chaired by Bernie Waldron and have Paul Taylor as a member.
The Terms of Reference of the board and its committees can be downloaded below:
Role of Chairman
Board Terms of Reference
Audit Committee Terms of Reference
Remuneration Committee Terms of Reference
Nomination Committee Terms of Reference
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