Governance
Board of Directors
The Board consists of four executive Directors and three non-executive Directors and holds nine Board meetings during the year at which reports on the Group’s operations, together with the Group’s finance reports are considered. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions. All directors are subject to retirement and re-appointment by rotation.
The Board comprises the executive management of the Group and thus maintains full control over its activities. Decisions are accordingly taken quickly and effectively following consultation among the Directors concerned if any matters arise. The Board takes the view that this direct but flexible approach enables the Company to deal effectively with all matters.
Nigel Rogers
Non-Executive Chairman
(dob Jul 1961)
Nigel joined the Board as an Independent Non-Executive Director in July 2019, and became Non-Executive Chairman in November 2020. He has been a portfolio non-executive chairman and director since 2015, with a primary focus on AIM-listed businesses.
He is currently Executive Chairman at Transense Technologies plc, and stepped down as a director and Non-Executive Chairman at Surgical Innovations Group plc in December 2023.
Before entering a plural career, he led AIM-listed engineering companies as Group CEO, including Stadium Group plc (now part of TT Electronics plc) and 600 Group plc, prior to which he qualified as a Chartered Accountant working for PwC in the U.K., Latin America and the Middle East.
Gary Marsh
Chief Executive Officer
(dob Apr 1966)
Gary Marsh joined the Company in 1986 having gained an HND in Business and Finance Studies. He has held various positions within the Group including that of Operations Director of Solid State Supplies prior to his appointment as its Managing Director in 1997.
In addition to this role, Gary Marsh was appointed Group Managing Director in 2002 following the acquisition of Steatite. In 2010 following the acquisition of Rugged Systems Ltd he was appointed Chief Executive Officer of the Group.
Peter James
Group Finance Director
(dob Jun 1979)
Peter James qualified as a Chartered Accountant with PriceWaterhouseCoopers LLP in 2003. He was appointed to the Board of Solid State Plc in February 2017. Before joining Solid State PLC, Peter was Group Financial Controller at IQE plc where he was key member of the senior leadership team successfully completing two significant transactions, funded through an equity fund raising and a global refinancing.
Subsequently Peter was key member of the integration and standardisation team, aligning the enlarged Group with its customer markets serviced by manufacturing sites, delivering improved efficiency and material cost savings. As a Senior Manager with PriceWaterhouseCoopers LLP Peter gained a wide range of experience in Audit and Financial Due Diligence teams working with and advising a broad range of companies in a variety of sectors, including multinational main market and AIM listed companies. In addition on a voluntary basis Peter is a non-executive Director for the British Water Ski and Wakeboard Federation Limited providing independent financial oversight as Chair of the Audit and Finance Committee.
John Macmichael
Director
(dob Apr 1961)
Following graduation John Macmichael worked as a development engineer for GEC Telecommunications before moving into applications engineering and ultimately sales at the electronic component distributor Steatite Ltd. John’s career continued with worldwide responsibility for sales as International Sales Manager with Comlinear Corporation, a manufacturer of high speed analogue devices in the United States, before returning to the UK to establish the UK operation for Comlinear.
Following the purchase of Comlinear by National Semiconductor John joined Breckenridge Technologies as Managing Director to lead the sales and design-in activity on behalf of National Semiconductor and Fairchild Semiconductor. Latterly John moved back into distribution joining Solid State Supplies in March 2006 firstly as Business Development Manager before being promoted to Commercial Director.
In 2010 he was appointed Managing Director of Solid State Supplies Ltd (now Solsta). In addition, he was appointed Managing Director of Pacer Technologies following its acquisition in 2018.
Matthew Richards
Director
(dob Oct 1963)
Matthew Richards was appointed as Managing Director of Steatite Ltd in April 2016. In April 2024, Matthew assumed the position of Managing Director for the newly enlarged and re-branded battery business, Custom Power, overseeing operations in the UK and USA.
Matthew comes to the Board with 30 years of experience in the defence electronics industry. He has a track record of success in both private and public companies, most recently as Senior Vice President and Managing Director at API Technologies Corp running operations in the UK, Canada and USA, specialising in RF and Security solutions with a focus on high reliability and harsh environment applications.
Prior to that, Matthew held business development and sales leadership roles with the L3 Corporation. He has extensive experience dealing with Government customers at home and abroad, having travelled extensively in Europe, the Middle East and Asia.
Matthew started his career installing and commissioning terrestrial and satellite antennas systems for broadcast and military users before moving into sales in the early 1980s.
Pete Magowan
Non-Executive Director
(dob Aug 1967)
Pete joined the Board as an Independent Non-Executive Director and Chairman of the Remuneration Committee in January 2021. He was appointed Senior Independent Director of the Group in February 2021. Pete has over thirty years of experience in a combination of executive and non-executive roles within the technology industry and investment community.
Pete was previously an early employee and main board member of ARM Holdings plc, an Executive at Fidelity International Ltd and General Partner at Alta Berkeley Venture Partners. Pete´s early operational career was in sales and marketing at leading technology companies.
He received a Bachelor of Science degree in Electrical and Electronic Engineering from the University of Manchester Institute of Science and Technology and a Diploma in Marketing from the University of Bristol Business School.
Sam Smith
Non-Executive Director
Sam is an entrepreneur with over 25 years’ business and capital markets experience and has specialised in advising small and mid-cap growth companies. She was previously Chief Executive Officer of FinnCap Group which, under her leadership, has become one of the largest brokers for companies listed on the AIM market of the London Stock Exchange.
She is currently a non-executive director of Sumer Group, a professional services firm supporting SMEs with accounting and other services, and of Griffin Markets Limited, an OTC wholesale European energy trading business.
Corporate Governance
The Company’s shares are listed on the Alternative Investment Market (AIM). As an AIM listed company, Solid State plc is not required to comply with the provisions of Section 1 of the Combined Code as set out in the Financial Conduct Authority Listing Rules. Whilst not required to do so, as a matter of best practice, the Directors intend to comply with the Corporate Governance Code so far as is appropriate having regard to the size and nature of the Company’s operations. The Board will take such measures so far as practicable to comply with the Corporate Governance Code and in addition, the Quoted Companies Alliance (“QCA”) Guidelines for AIM companies.
Takeovers and Mergers
The Company is subject to the City Code on Takeovers and Mergers.
Director’s Shareholdings and total interests in the Company:
Name | Shareholding | % of Issued Share Capital | Vested but unexercised share options | % of Issued Share Capital | Total Interest in Shares of the company | % of Issued Share Capital |
Peter James | 106,260 | 0.19% | 187,000 | - | 293,260 | 0.42% |
John Macmichael | 537,875 | 0.94% | 107,000 | 0.19% | 644,875 | 1.06% |
Peter Magowan | 36,635 | 0.06% | - | - | 36,635 | 0.06% |
Gary Marsh | 1,320,680 | 2.31% | 53,500 | - | 1,374,180 | 2.40% |
Matthew Richards | 87,185 | 0.15% | 227,500 | 0.40% | 314,185 | 0.48% |
Nigel Rogers | 31,755 | 0.06% | - | - | 31,755 | 0.06% |
Sam Smith | 9,500 | 0.02% | - | - | 9,500 | 0.02% |
Last Updated 08/11/2024
Board Committees
Audit Committee
The audit committee consists of Nigel Rogers (Chairman of the audit committee), Pete Magowan and Sam Smith who meet regularly with the auditors to ensure that the financial performance of the Group is properly recorded and monitored and to review the reports from the auditors relating to accounts and internal control systems.
Remuneration Committee
The remuneration committee consists of Pete Magowan, (Chairman of the remuneration committee), Nigel Rogers and Sam Smith. The purpose of the committee is to review the performance of the full time executive Directors and to set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of the shareholders. It is a rule of the committee that no Director shall participate in discussions or decisions concerning his own remuneration.
Nominations Committee
The nominations committee consists of Nigel Rogers (Chairman of the nominations committee), Pete Magowan and Sam Smith. The purpose of the committee is to assist the Board in fulfilling its succession planning and nominations responsibilities.
Risk Management
In respect of internal controls, the Directors are aware of the Turnbull Report and are continually reviewing the effectiveness of the systems of internal controls, the key elements of which having regard to the size of the Group are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that the regular management accounts are presented to the Board wherein the financial performance of the Group is analysed.The Directors acknowledge that they are responsible for the system of internal control which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.