BiON
Investor Relations
Corporate Overview
BiON 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.
Board of Directors
YBhg. Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah
Non-Executive Chairman
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.
Datuk Syed Nazim Syed Faisal
Chief Executive Officer & Executive Director
Tuan Syed Nazim Syed Faisal was appointed to the Board on 25 September 2018 to serve as an Executive Director of the Group and became Chief Executive Officer on 9 July 2020. He has over 15 years of experience in the accounting and banking sectors.
Prior to becoming the Chief Executive Officer of BiON, Tuan Syed Nazim was 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 and a controlling shareholder of BiON. Tuan Syed Nazim remains an Executive Director of Serba Dinamik.
Other previous experience includes holding positions at Ibdar Bank in the Kingdom of Bahrain, RHB Islamic Bank in Malaysia and KPMG Malaysia.
Mr. Habizan Rahman Habeeb Rahman
Executive Director
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
Non-Executive Director
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.
Mohd Sofiyuddin Ahmad Tabrani
Non-Executive Director
Mohd Sofiyuddin Ahmad Tabrani has been appointed to the Board as Independent Non-Executive Director in November 2020. He is currently a Partner in the Chairman’s Office of Zaid Ibrahim & Co. (a member of ZICO Law), the largest law firm in Malaysia and is part of the ZICO Law network of leading independent local law firms focused on the ASEAN region. Sofi regularly advises Government ministries, agencies as well as private corporations on matters relating to law reform, good regulatory practices (GRP), Islamic banking & finance, mergers & acquisitions, governance, compliance, and company secretarial matters. His international portfolios include managing country offices in Thailand and Myanmar while he was based in Bangkok. He also sits on several subsidiaries of ZICO Holdings Inc. which is an integrated provider of multidisciplinary professional services which is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (SGXST). Previously he was a director of Malaysia Productivity Corporation (MPC), and now he is a board member of Malaysian Investment Development Authority (MIDA), both being Government appointments representing the private sector.
Corporate Governance
Chairman’s Introduction
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 5 April 2021
Board Committees
The Company has established properly constituted audit, remuneration, nomination and AIM Rules compliance committees of the Board with formally delegated duties and responsibilities.
Audit Committee
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 Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Mr. Aditya Chathli.
Remuneration Committee
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 Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah and Mr. Aditya Chathli. No Director is involved in any discussions as to his own remuneration.
Nomination Committee
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 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 and Dato’ Dr. Ir. Ts. Mohd Abdul Karim Abdullah.
Further details on the activities of the Board Committees can be found in the company’s Annual Report & Accounts 2019 in the Corporate Governance Report on pages 22-24, the Audit Committee Report on pages 26-27 and the Remuneration Committee Report on pages 28-29.
QCA Code Application
Deliver Growth
QCA Code Principle | QCA Code Explanation | BiON Application |
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 19-22 of the company’s Annual Report & Accounts 2019. Please refer to the company’s Annual Report & Accounts 2019 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 2019 which details the key risks to the business on page 15-16 and the company’s internal control measures are detailed on page 25. Please refer to the company’s Annual Report & Accounts 2019 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 | BiON Application | |||||||||||||||||||||||||||
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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 2019. Please refer to the company’s Annual Report & Accounts 2019 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 of today, the Board comprises of the following members:
Datuk Syed Nazim 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 Haji Radzali Hassan has stepped down from his position as Non-executive Director on 16 March 2021. 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. | BiON is committed to environmental responsibility and sustainability, which is fundamental to the ethos of the company and is evident in its activities. BiON 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. BiON 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 2019 details the corporate governance structures and processes for the company. Please refer to the company’s Annual Report & Accounts 2019 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. |
Build Trust
QCA Code Principle | QCA Code Explanation | BiON Application |
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.
Last updated on 5 April 2021
Corporate Documents
Form of Proxy – EGM April 2020
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Proposed Rule 9 Waiver and Notice of EGM Circular
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Reports & Accounts
Financial Reports & Accounts
Green & Smart Interim 2019 Results 30.09.2019
Green & Smart Interim 2018 Results 16.08.2018
Half Year Results 2017 22.06.17
Interim 2016 Results – 29 June 2016
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
Nominated Adviser
Beaumont Cornish Limited
Building 3, Chiswick Park
566 Chiswick High Road
London W4 5YA
Joint Broker
VSA Capital Limited
New Liverpool House
15-17 Eldon Street
London EC2M 7LD
Joint Broker
Optiva Securities Limited
49 Berkeley Square
Mayfair
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
Bukit Bandaraya
59000 Kuala Lumpur
Malaysia
Legal Advisers to the Company (Jersey Law)
Bedell Cristin
11 Old Jewry
London EC2R 8DU
Auditors to the Company and Reporting Accountants
haysmacintyre
10 Queen Street Place
London EC4R 1AG
Registrars
Link Asset Services (Jersey) Limited
12 Castle Street
St Helier JE2 3RT
Jersey
Channel Islands
Company Secretary
Apex Financial Services (Jersey) Limited
12 Castle Street
St Helier JE2 3RT
Jersey
Channel Islands
Financial PR Adviser
Luther Pendragon
48 Gracechurch Street
London EC3V 0EJ
Securities Information
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 |
| MTDC | 19,476,367 | 4.5 |
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 Tuan Syed Nazim, CEO and a Director of BiON, is an Executive Director 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: 22/2/2021
AIM Rule 26
This information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
Board committees and directors’ responsibilities
Country of incorporation and main country of operation
Current constitutional documents
Details of any other exchanges or trading platforms
Details of any restriction on the transfer of securities
Company announcements and notifications
Admission Documents and circulars
UK City Code on Takeovers and Mergers
Last update: 22/2/2021