Corporate OverviewBiON plc (“BiON”) operates in the renewable energy sector in Malaysia, focusing on the generation of power from biogas captured through the treatment of Palm Oil Mill Effluent (“POME”). The Company, through its subsidiaries (“the Group”), has positioned itself as a waste-to-energy solutions provider and independent power producer (“IPP”) through the construction, operation and ownership of biogas power plants providing electricity to the Malaysian National Grid.
- What happened to the ordinary shares I held in Green & Smart?
- The ordinary shares you held in Green & Smart Holdings plc continue to exist and are the same shares but held in BiON plc. There is no change to nominal value or structure of your shareholding as a result of the change of name.
- Will I receive a new share certificate?
- If you hold your shares in certificated form, you won’t receive a new share certificate in the new company name; your existing share certificate(s) will remain valid. Any share certificates issued following the change of name will be in the name of BiON plc.
Board of Directors
YBhg. Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah
YBhg. Dato’ Dr. Ir. Ts. Mohd Abdul Karim was appointed to the Board on 30 April 2020 to serve as Non-Executive Chairman of the Group.
Dato’ Karim is Group Managing Director and CEO of Serba Dinamik Holdings and has over 30 years’ experience in the engineering industry, primarily in the power, oil and gas sectors. He began his career as a mechanical engineer at Asean Bintulu Fertilizer Sdn Bhd. In 1993, he formed Serba Dinamik and has overseen its growth to become an international energy services group with a market value of approximately £1 billion. Serba Dinamik has been listed on the Main Market of Bursa Malaysia since February 2017.
YBhg. Datuk Dr. Haji Radzali Hassan
Senior Independent Non-Executive Director
YBhg. Datuk Dr. Haji Radzali Hassan has been the Senior Independent Non-Executive Director of the Group since April 2020, having joined the Board on 6 May 2016 as Non-Executive Chairman.
Datuk Radzali was conferred the Kesateria Setia DiRaja Award (Order of Loyalty to the Royal Family of Malaysia) by His Majesty the King of Malaysia in 1997.
Datuk Radzali is currently the Chairman / Group Managing Director of Harta Maintenance Sdn. Bhd and the Harta Group of Companies – a post he has held since April 1980 – which primarily provide green facilities management solutions.
Tuan Syed Nazim Tuan Syed Faisal
Tuan Syed Nazim Tuan Syed Faisal was appointed to the Board on 25 September 2018 to serve as an Executive Director of the Group. He has over 15 years of experience in the accounting and banking sectors.
Currently, Mr. Nazim is the Group Chief Financial Officer of Serba Dinamik Holdings Berhad – a Malaysian-based investment holding company that manages the Serba Dinamik Group of international energy services companies.
Prior to joining Serba Dinamik, he held positions at Ibdar Bank in the Kingdom of Bahrain, RHB Islamic Bank in Malaysia and KPMG Malaysia.
Mr. Habizan Rahman Habeeb Rahman
Mr. Habizan Rahman Habeeb Rahman was appointed to the Board on 30 April 2020 to serve as Executive Director of the Group. He is also a Managing Partner of Messrs. Rahman Rohaida and Chief Legal & Regulatory at iFIBER Holdings Sdn Bhd.
Mr. Habizan Rahman has been practising law since 2005, working at a number of Malaysian law firms, namely Messrs. Kadir Andri & Partners before establishing Messrs. Rahman Rohaida in 2011. His experience includes representing large construction companies and a major international oil & gas business in matters relating to commercial, banking, defamation, tort and corporate dispute resolution.
Mr. Aditya Chathli
Mr. Aditya Chathli was appointed as a Non-Executive Director of the Group on 29 September 2017 and is an experienced capital markets expert with a more-than 25-year track record of advising global companies, organisations and government agencies.
Currently he is a Director of Luther Pendragon, a leading independent communications consultancy, and a Director of a capital markets advisory consultancy, Access Capital Markets. He is also Chairman of Lokcom Networks Ltd, an IOT technology start-up company. His career in financial PR started in 1998 at Brunswick Group, a global partnership advising on business-critical issues to companies in 14 countries. In 2004, he established a financial PR company, Corfin, which was then acquired by Luther Pendragon in 2011.
The Directors of BiON plc recognise the importance of high standards of good corporate governance and have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, as the basis of the company’s governance framework.
The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the company’s management framework.
The QCA Code includes ten broad principles that the company strives to implement in order to deliver growth to its shareholders in the medium and long-term. The table below references how the Board complies with the principles of the QCA Code at this point in time. Further updates on the company’s compliance will be provided on an annual basis and in the company’s next annual report. The QCA Code can be found on the QCA’s website: www.theqca.com.
YBhg. Datuk Dr. Ir. Ts. Mohd Abdul Karim Abdullah, Non-Executive Chairman
This disclosure was last reviewed and updated on 12 May 2020
The Company has established properly constituted audit, remuneration, nomination and AIM Rules compliance committees of the Board with formally delegated duties and responsibilities.
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s auditors. Members of the Audit Committee are Datuk Dr. Haji Radzali Hassan, who acts as Chairman of the Committee, Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Mr. Aditya Chathli.
The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration packages and terms of employment.
The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. Members of the Remuneration Committee are Datuk Dr. Haji Radzali Hassan, who acts as Chairman of the Committee, Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Mr. Aditya Chathli. No Director is involved in any discussions as to his own remuneration.
The Nomination Committee is responsible for identifying and nominating Directors and recommending Directors to be appointed to each Committee of the Board and the Chair of each such committee. The committee also arranges for evaluation of the Directors. The Committee consists of Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah who acts as Chairman, Datuk Dr. Haji Radzali Hassan and Mr. Aditya Chathli.
AIM Rules Compliance Committee
The AIM Rules Compliance Committee ensures that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that the executive director is communicating as necessary with the Company’s nominated adviser regarding ongoing compliance with the AIM Rules for Companies, in particular Rules 11, 17, 18 and 19, including without limitation in relation to all announcements and notifications and proposed or potential transactions.
The Committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers. The members of the committee are Mr. Aditya Chathli, who acts as Chairman of the Committee, Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Datuk Dr. Haji Radzali Hassan.
Further details on the activities of the Board Committees can be found in the company’s Annual Report & Accounts 2018 in the Corporate Governance Report on pages 22-24, the Audit Committee Report on pages 25-26 and the Remuneration Committee Report on pages 27-28
Audit Committee Meetings
3 / 3
3 / 3
Syed Nazim Syed Faisal
3 / 3
Datuk Haji Radzali Bin Hassan
3 / 3
3 / 3
3 / 3
3 / 3
The other committees met on 1 occasion during the period to 31 December 2019 and all members of the respective committees were in attendance.
Maresha, you could include the updated disclosures here on the website and then make a reference to this section of the website in the 2019 Accounts. The cross-referencing can work both ways.
We will provide the updated link to the Annual Report & Accounts 2018 by end of this week, in the interest of saving time as the delay could be on the web designer’s end to fill in the content.
QCA Code Application
QCA Code Principle
QCA Code Explanation
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.
BiON reiterates its strategy in its announcements and presentations to investors, particularly at the time of its financial results, which is to grow the company as a waste-to-energy solutions provider and an independent power producer (IPP) through building, owning and operating biogas power plants in close proximity to palm oil mills in Malaysia – and generating revenue from the sale of electricity to the national grid under the 21-year Feed-in-Tariff (FiT) mechanism.
To secure its long-term growth, BiON is an active bidder in the FiT quota system. BiON also provides EPCC and operations & maintenance (O&M) services to owners of other biogas power plants in the country.
The Board recognises the key challenges to the business, which are detailed on page 15 of the company’s Annual Report & Accounts 2018. Please refer to the company’s Annual Report & Accounts 2018 in the Reports & Accounts section of the website.
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.
To ensure its strategy, operational results and financial performance are clearly understood, the Board is committed to engaging and updating its shareholders through its regulatory announcements and practices two-way communication with both its institutional and private investors and responds to queries received.
The Board believes that the shareholder expectations are managed through its regulatory disclosures and the AGM, which all Board members endeavour to attend either in person or tele-conference call.
The Executive Directors and Non-Executive Directors talk regularly with the Company’s major shareholders and ensure that their views are communicated fully to the Board. The Board members make themselves available to meet with shareholders and potential investors as and when required.
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.
BiON recognises the importance of engagement with its stakeholder groups, which, in addition to investors, include its employees, clients, vendors, local communities and the relevant authorities.
By the nature of its business, with the biogas power plant built on or in close proximity to the site of the palm oil mills, the Company maintains close relations with its clients and vendors, as well as ensuring that regular dialogues are held with these parties and the relevant authorities.
The Company endeavours to take account of feedback received from these stakeholders, thereafter, revising and improving its working arrangements and operational plans accordingly, where appropriate and where such amendments are consistent with the company’s longer-term strategy.
Environmental responsibility and sustainability are fundamental to BiON – having spent over 35 years providing waste treatment solutions to minimise the environmental impact of industrial processes before transitioning to treat palm oil mill effluent (POME). As a result, BiON now mitigates the impact of the palm oil industry by rendering the effluent harmless for the environment and converting the by-product of the treated waste into renewable energy.
The company is also mindful of its broader corporate and social responsibilities. In particular, BiON supports the local communities on the palm oil plantations where it operates by giving priority to local residents in the vicinity and their kin when seeking employees to work at its biogas power plants.
BiON engages with its employees through regular gatherings organised by the Human Resources Department, which provide an opportunity for employees to interact with management and informally address any concerns or issues.
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).
Refer to: the Annual Report & Accounts 2018 which details the key risks to the business on page 15 and the company’s internal control measures are detailed on page 24. Please refer to the company’s Annual Report & Accounts 2018 in the Reports & Accounts section of the website.
The Company has an established framework of internal controls, the effectiveness of which is regularly reviewed by Senior Management, the Audit Committee and the Board.
Maintain a Dynamic Management Framework
|QCA Code Principle||QCA Code Explanation||Green & Smart Application|
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 roles and responsibilities of the Board and its committees are set out on pages 22-24 of the Annual Report & Accounts 2018. Please refer to the company’s Annual Report & Accounts 2018 in the Reports & Accounts section of the website.
The Board met on 3 occasions during the period to 31 December 2019. The table below sets out the Board meetings as well as the Audit Committee meetings respectively held by the company for the financial period ended 31 December 2019 and attendance of each Director:
The other committees met on 1 occasion during the period to 31 December 2019 and all members of the respective committees were in attendance.
To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board and committee meetings. All meetings are minuted and approved by the Chair before circulation to all Members.
As at to date, the Board comprises of the following members:
The Board considers Datuk Dr. Haji Radzali Hassan and Mr. Aditya Chathli to be independent.
The Company has designated Datuk Dr. Haji Radzali Hassan as a Senior Independent Non-Executive Director in view of his vast business experience and also having served as Non-Executive Chairman of the Board for the past 4 years.
Tuan Syed Nazim Tuan Syed Faisal, Executive Director cum Finance Director, helms the overall Company whilst Mr. Habizan Rahman Habeeb Rahman, Executive Director will devote as much time, as required.
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 composition of the Board and the credentials of the individual Directors are outlined on the Board of Directors page on the Company’s website.
The Company is committed to a culture of equal opportunities for all employees regardless of gender. The Board is diverse in terms of its range of skillsets and international experience, but all Directors are currently male.
The Board is mindful of its expenses and does not intend to increase its number at present, but if it is later agreed to expand the Board or to seek replacement directors, the Board will, subject to identifying appropriate candidates, look to fill at least one of the vacancies with a female director.
The Nomination Committee of the Board oversees the process and makes recommendations to the Board on new Board appointments as well as re-election of existing directors.
On 31 January 2020, Mr. Saravanan Rasaratnam and Mr. Navindran Balakrishnan had stepped down as Executive Directors and resigned from all positions within the Company.
Subsequently, on 30 April 2020, Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Mr. Habizan Rahman Habeeb Rahman were appointed as Non-Executive Chairman and Executive Director, respectively. Datuk. Dr. Haji Radzali Hassan, the former Chairman remains on the Board and assumes the role of Senior Independent Non-Executive Director.
The Acting Chief Executive Officer and the Senior Management team ensure that the Directors are kept up to date on key issues and developments pertaining to the Company, its operational environment and their responsibilities as members of the Board.
The Board constantly consults and receives advice as well as updates from the nominated advisor, company secretary, legal counsel and various other external advisors on a number of matters, including corporate governance.
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.
The respective Board members periodically review and cross-evaluate the Board’s performance and effectiveness.It is intended that the Board will create a more formal process that will focus more closely on objectives and targets for improving performance.
All directors are subject to re-election by the shareholders each year.
The Executive Directors are subject to an annual performance review.
The company has not adopted a policy on succession planning. All directors are, however, required to give six months’ notice under their service contracts if they wish to leave the company.
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.
Green & Smart is committed to environmental responsibility and sustainability, which is fundamental to the ethos of the company and is evident in its activities.
Green & Smart promotes a transparent, flexible and open culture. Based on the nature of its business and the stage of the company’s development, this is largely implemented informally through its interaction with employees, such as through its company gatherings, and management’s approach to recruitment. Green & Smart is also committed to providing a safe and secure environment for its employees, with its policies and procedures enshrined in the company’s Employee Handbook, which provides a guideline for employees on the day-to-day operations of the company.
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:
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 Report on pages 19-22 of the Annual Report & Accounts 2018 details the corporate governance structures and processes for the company. Please refer to the company’s Annual Report & Accounts 2018 in the Reports & Accounts section of the website. This is in relation to the separation of powers of the Executive Board, the institution of respective Board Committees with clear demarcated roles and responsibilities including planned meetings and reporting.
QCA Code Principle
QCA Code Explanation
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 structures 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).
Pertinent information is disseminated and communicated by the Company to its shareholders through the Annual Report & Accounts, full-year and half-year results announcements, operational announcements and the AGM. Corporate information is also made available to shareholders, investors and the public on the company’s corporate website: www.bionplc.com.
The Company has announced the detailed results of shareholder voting to the market previously and will continue to do so. The Board will also disclose any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.
The City Code
BiON plc is a public company incorporated in Jersey, Channel Islands, and whose securities are traded on AIM, a market operated by the London Stock Exchange plc. The UK City Code on Takeovers and Mergers (the “City Code”) applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on AIM. Accordingly, the City Code applies to BiON plc.
As BiON plc is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Reports & Accounts
Financial Reports & Accounts
The Financial Year End for BiON plc is 31st December.
In accordance with AIM Rule 26 and Market Abuse Regulation, the Company’s announcements will be available for a period of at least five years.
Advisers, Company Secretary & Registrar
Beaumont Cornish Limited
30 Crown Place
London EC2A 4EB
Optiva Securities Limited
49 Berkeley Square
London W1J 5AZ
Legal Advisers to the Company (English law)
Charles Russell Speechlys
5 Fleet Place
London EC4M 7RD
Legal Advisers to the Company (Malaysian Law)
Chooi & Co. + Cheang & Ariff (CCA)
Level 5, Menara BRDB
285, Jalan Maarof
59000 Kuala Lumpur
Legal Advisers to the Company (Jersey Law)
11 Old Jewry
London EC2R 8DU
Auditors to the Company and Reporting Accountants
10 Queen Street Place
London EC4R 1AG
Link Asset Services (Jersey) Limited
12 Castle Street
St Helier JE2 3RT
Apex Financial Services (Jersey) Limited
12 Castle Street
St Helier JE2 3RT
Financial PR Adviser
48 Gracechurch Street
London EC3V 0EJ
BiON plc is listed on AIM, a market operated by the London Stock Exchange plc, and trades under the ticker symbol ‘BION’. The Company’s shares are not traded on any other stock exchange.
The total issued and outstanding number of shares is 431,719,765. There are no shares held in treasury.
The percentage of the issued share capital not held in public hands is 66.4%.
The shares are freely transferable. Certain shareholders have entered into lock-in and orderly market agreements restricting their ability to transfer their shares as described in section 3.12 of the Circular dated 3 January 2020.
Significant Shareholders and Director Shareholdings
The following table contains shareholders holding 3.0% or more of, and Directors who have an interest in, the ordinary share capital of BiON plc.
|Shareholder||Number of Ordinary Shares||Percentage of Issued Ordinary Share Capital|
|K2M Ventures (1)||114,361,409||26.4|
|Syed Nazim bin Syed Faisal (2)||86,343,953||20.0|
|Serba Dinamik International Ltd (2) (3)||51,806,000||12.0|
|Serba Dinamik Group Berhad (2) (3)||34,537,581||8.0|
1 Mr. Habizan Rahman, Executive Director of BiON, is a Director of K2M Ventures and has agreed to purchase the shares of K2MV, completion of which is subject to certain conditions being finalised.
2 Serba Dinamik International and Serba Dinamik Group are both wholly-owned subsidiaries of Serba Dinamik Holdings Berhad and Mr. Syed Nazim, Executive Director of BiON, has been, since August 2015, CFO of Serba Dinamik Holdings. Accordingly, these parties are considered a Concert Party under the City Code on Takeovers and Mergers.
3 Dato’ Karim, Non-executive Chairman of BiON, is the Managing Director, CEO and 21.7% shareholder in Serba Dinamik Holdings, of which Serba Dinamik International and Serba Dinamik Group are wholly-owned subsidiaries.
Last update: 27/05/20
AIM Rule 26
This information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Last update: 12 May 2020