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Corporate Governance Statement

 

Corporate Governance Statement 


‘Flow believes, that a successful corporate governance framework and culture translates to a strong company that delivers for its shareholders’ - CEO James Morrison Steward


At Flow, we help our consumers to reduce the occurrence of injury, promote recovery, and enhance muscle & joint movement. We do this by manufacturing in-house, quality recovery devices and offering exceptional recovery services.
We understand that how we conduct business is crucial to earning and maintaining the respect and trust of all stakeholders, including our customers, suppliers, workers, shareholders, and the community.
The directors and management of Flow Recovery Limited are committed to conducting business in an ethical, fair, and transparent way while adhering to strong corporate governance standards. The Board of directors and the management team are dedicated to cultivating a compliance culture that prioritises personal and company integrity, responsibility, and continual development and expansion.

2. Company’s objectives

Establish a strategy and business model which promotes the long-term value for shareholders.
Consider the interests of larger stakeholders and implement societal responsibilities for long-term success.
Integrate effective risk management across the organisation, taking into account both opportunities and risks.
Promote a corporate culture that is based on ethical values and behaviours and maintain suitable governance structures and processes to assist the Board in making good company decisions.

1. Corporate governance Framework priorities:
We prioritise clear, transparent and frequent communication between all Directors and shareholders when necessary and reasonable to do so.
Our Board of Directors has a wide range of talents and experience, supported by a well-functioning Board structure.
We have strong processes and procedures to manage and prevent potential risks within the business.
Our values, ethics, behaviours and supporting policies influence the way we act and meet strategic objectives.

2. Our Board
2.1 The role and responsibilities of the Board and management

“Flow understands that the well-being of our company heavily relies on our directors as they act as fiduciary officers to enhance the success and growth of our business”- CEO James Morrison Steward

 

The Board
The Board's primary responsibility is to ensure that long-term shareholder value is protected and enhanced while also considering the interests of other stakeholders such as employees, customers, suppliers, and the general public. The Board is responsible to the shareholders for the company's performance. They are responsible for the company's overall corporate governance and should monitor its activities and affairs on behalf of shareholders.


These responsibilities include:

  • The board members should be committed to being honest and ethical to promote the interests of Flow’s corporate culture and reputation of the company.
  • Approving the strategic objectives and significant decisions of the company and overseeing management's implementation of those goals. For example, significant expenditures, transactions, budgets, finance plans, capital management activities and investments are required to be approved.
  • Monitoring and ensuring the company's general operational performance is sufficient, including its financial position and the effectiveness of its safety and sustainability measures.
  • Monitoring the company's risk management framework, controls, and systems to ensure integrity, effectiveness, and consistency.
  • Overseeing shareholder reporting and engagement.


Management
The CEO, James Morrison Steward, is in charge of strategy creation and implementation and the company's overall day-to-day operations. This includes operational, financial, and strategic delivery, risk management and compliance, leadership and organisational culture. He is also in charge of setting out accurate, timely, and clear information to enable the Board and shareholders to perform its responsibilities, all in line with its primary goal of increasing long-term shareholder value.

2.2 Board composition
The board comprises directors who, collectively, have the range of abilities and expertise required to fulfil the Board's function and obligations.
The board currently comprises four directors, including three non-executive directors.


NON-EXECUTIVE DIRECTORS                                                        APPOINTED

Shengquan Liu (SL)

17.03.21

Katarina Mary Johnson-Thompson (KMJT)

29.09.21

Darryn Flood (DF)

29.09.21

 

EXECUTIVE DIRECTORS                                                                 APPOINTED 

 James Morrison Steward (JMS)

17.03.21

 

2.3 The Board’s Skills
The Boards mix of necessary talents, expertise, and experience maximises the companies performance and fulfils the company's current and future requirements.
The Board believes that having a diverse variety of abilities and perspectives allows for successful governance and decision-making.
The Board of Directors assesses its composition to ensure that it has the right combination of skills and experience to help the Company grow.

Key Skills of Directors:


Experienced CEO - JMS has a successful track record as a Chief Executive Officer and successful leadership experience. With an engineering background, he has experience in the design, innovation and manufacturing of our products.


Industry experience and perspective- KMJT is a highly successful, well-known athlete, her experience in sports and fitness provides a valuable perspective as a consumer. Her sports-industry experience and success in building a successful personal brand offer a great perspective on marketing and growth strategies.


Manufacturing and Supply chain - SL has a great amount of experience in manufacturing, supply chain and quality operations.


Strategy, growth and sales- DF has successful experience as a leader in creating and implementing effective strategies and substantial business growth outcomes. He specialises in brand development and Research.

3. Board Meetings
In addition to convening planned Board meetings when needed, the Board has annual meetings to evaluate the company's strategy in depth. In advance, directors get materials covering the key aspects and details of the meeting. During the months when a Board meeting is not scheduled, directors get updates on major issues and changes in Flow Recovery.

4. The Companies Act 2006
Flow continuously works to ensure that the provisions in The Companies Act 2006 are met, the director's duties are paramount in establishing and maintaining efficient company culture, wellbeing and success.

Provision 1. As per Section 172 & 174 of the UK Companies Act 2006, Directors must act in a way that they consider, in good faith, which will promote the Company's success for the company. All directors of Flow must display the highest level of care, skill, and diligence.

Flow Directors are required to act in the best interests of shareholders while also considering the long-term impact of their choices on other stakeholders and Flow Recovery limited. The Board is responsible for establishing, assessing and monitoring the Company’s purpose, values, strategy, and culture. Doing so will accelerate the success of the company. The Board members' skills and experience must be exercised in the best interest of the company and will be viewed on what is reasonably be expected of a person in the same position as the director. Stakeholder considerations and our culture play a major role in the Board's conversations and decisions when it comes to ensuring our companies' long-term success.

Provision 2. Section 173 of the Companies Act 2006 states that directors must exercise independent judgement. The board should act independently when making decisions and cannot be influenced by external or internal factors or individuals, which can go against the director's independent judgement.
When Director’s at Flow make company decisions, we require them to make decisions based on what they believe to be in the best interest of Flow; no alternative motives are applicable in influencing this decision.

Provision 3. Section 177 & 175 of The Company’s Act 2006, requires that directors must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. It is a requirement to share any conflict of interest they may have in any ongoing or future business arrangements. For example, one would be in breach of this provision if a director benefits from any ongoing business proposals or transactions to whom the other directors are not aware. In that case, the nature and extent of that interest must be shared.
Flow Directors are required to avoid conflict of interest by acting within the best interest of the company. The Company has in place appropriate systems for monitoring and resolving conflicts of interest. Other obligations and interests of the Board's Directors are required to be reported and, when appropriate, agreed upon by the rest of the Board.

5. Shareholders
Flow Recovery Limited is committed to communicating with its shareholders in an open, straightforward, and timely manner.
Flow Recovery Limited recognises the need for efficient two-way communication with shareholders, providing essential information as quickly and effectively as possible and listening to, understanding, and responding to those shareholders' viewpoints.