In the following statement we give a summary of how our board and its committees operate and how we are applying the ten principles of the QCA Code.
The information below was last updated on 8th November 2021.
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by creating and building brands in the liquor sector. The company has to date created a Japanese Whisky brand which has shown strong growth in the USA in terms of reach and brand awareness. The company also intends to expand in to other areas of the liquor industry such as tequila. The company also has interests in a bar in Washington DC and perceives this as an area of possible expansion.
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting when and only when all COVID restrictions are lifted. Investors also have access to current information on the Company though this website.
Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Company has close ongoing relationships with a broad range of its stakeholders. The Company maintains open and ongoing dialogue with regulators and local communities in which it operates to ensure that operations are conducted in full compliance with all applicable laws and regulations, as well as avoiding any actually negative impact on local communities. The Board regularly reviews and assesses its key resources and relationships and has established processes and systems to ensure that there is close oversight and contact with its key stakeholders. The Board has regular meetings with employees, contractors and consultants to assess operational processes which is designed to ensure that there is an open dialogue with each person engaged by the Company to help establish best operational practice in achieving its goals and targets, and delivering on its business strategy.
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit and Compliance Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have been identified:
Liquidity, market and credit risk
Inappropriate controls and accounting policies
Inability to continue as going concern
Reduction in asset values
Incorrect reporting of assets
Robust capital management policies and procedures
The board agrees and signs off all annual reports which detail accounting policies.
Due to size of the company – the board discusses and agrees all payments over £50,000.
Breach of rules
Censure /loss of product approval
Strong compliance regime instilled at all levels of the Company
Damage to reputation
Inadequate disaster recovery procedures
Inability to secure new capital or investments
Loss of key operational and financial data
Effective communications with shareholders coupled with consistent messaging to potential investees
Off-site storage of data
Recruitment and retention of key people
Reduction in operating capability
Stimulating and safe working environment
Balancing salary with longer term incentive plans
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
A Well Functioning Board of Directors
As at the date hereof the Board comprised: the Executive Director & CEO Ryan Dolder, Executive Chairman Hamish Harris and Non-executive Directors Tomoya Daimon and Jon Smith. Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than 3 years. Executive Directors are considered to be full time employees whilst the Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required. The Board elects a Chairman to chair every meeting.
The Board Intends to meet formally at least 4 times per annum but regular contact is maintained so that all directors are informed of relevant developments and are able to have discussions whenever required. It has established an Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee. All Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required. The Board considers that this is appropriate given the Company’s current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward.
Tomoya Daimon and Jon Smith are to be considered by the Board to be Independent Directors. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives which it fulfils.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. In order to be efficient, the Directors intend to meet formally and informally both in person and by telephone at least four times a year.
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Directors has experience in public markets.
The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal. Currently each of the board are involved in financial markets and increase their awareness and skills via reading and participation in commercial transactions from time to time.
The board comprises
Ryan Dolder, aged 43 – CEO Mr Ryan Dolder co-founded Human Brands in 2014. Mr Dolder had previously worked for Randy Gerber’s Midnight Oil Group and helped to open the Whisky Sky bar in Chicago. Mr Dolder later worked for the Bortz Entertainment Group where he ran two bar/nightclubs in Chicago. In 2008 Mr Dolder took a break from the beverage industry and worked for Citigroup in the Eurodollar options pit at the Chicago Mercantile Exchange. Mr Dolder’s subsequently returned to the beverage industry to develop new beverage brands with his business partners in Asia. This partnership resulted in the formation of the Human Brands enterprise.
Hamish Harris, aged 50 – Executive Chairman Mr Hamish Harris holds a Bachelor of Commerce and has held positions within market risk management at a number of financial institutions including Nomura Group, Deutsche Bank AG and BZW plc in Singapore, Hong Kong and London. Since 2012, Mr Harris has been involved with a number of companies listed in London and Australia primarily, but not exclusively, in the area of natural resources.
Tomoya Daimon, aged 35 – Non-Executive Director Mr Tomoya Daimon has been involved in the Japan wine and spirits industry during the last decade. During that time he has worked across sales, logistics, and buying at some of the largest beverage companies in Japan. Tomoya has a deep knowledge of whisky in particular and has forged relationships with various distilleries across the country. Tomoya has also led a logistics division which managed and shipped product across all Asia countries.
Jon Smith, aged 69 – Non-Executive Director Mr Jon Smith founded the First Artist Corporation in 1986 and oversaw its growth as a multi-functional, multi-national entertainment, financial, event and sporting group. He presided over the recent major equity purchase by Pivot Entertainment LLC, New York.
He is responsible for staging many of Britain’s biggest sporting events as well as being credited for helping start the English Premier League with Rupert Murdoch’s SKY platform in the early 90s. He is a media guest commentator across many of the broadcast channels articulating on sport, entertainment and financial matters. He Was regarded as the first British Football Super Agent and helped steer British Taekwondo to it’s Olympic medal winning achievements as Chair in the recent 2016 Olympics. His biography was published in 2016 and was listed as an Amazon best seller in the Autumn of that Year. He was awarded an OBE in the 2021 New Year’s Honours List.
Company Secretary: Heytesbury Corporate LLP is the appointed company secretary of the Company, being suitably qualified pursuant to section 273 of the Companies Act 2006.
Evaluation of Board Performance
Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the form of informal discussions.
The annual report details the progress which the board and company has made for the year.
No succession planning is deemed necessary at this point due to the small size of the company.
Each director is also assessed by shareholders on a three year rotation basis at AGM when their re-appointment is due.
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on Aquis Stock Exchange and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the Chairman and Executive Director arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has been delegated by the Board to the Executive Directors.
The Audit Committee comprised of Tomoya Daimon and Ryan Dolder (Chairman). This committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company’s auditors.
The Remuneration Committee comprises Tomoya Daimon and Ryan Dolder (Chairman). The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.
The Board has appointed 2 Non-Executive Directors.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Shareholders have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders may attend the Company’s Annual General Meeting.
The company’s website details various information: annual reports, AGM notice of meetings and RNS announcements detailing results of meetings and other relevant information.
USA Corporate Office
1351-B U St. NW
Washington, DC 20009
UK Registered Office
78 Pall Mall
London SW1Y 5ES