Set out below are details of the issued share capital of the Company as at 31st December 2019.
75% of Cafédirect grower partners own shares in the business, through Cafédirect Producers Ltd, which owns 4.1% of the company.
Set out below are details of the issued share capital of the Company as at 31st December 2019.
|Substantial Shareholdings||No. of Ordinary shares||% of total|
|Oikocredit Ecumenical Development Co-Operative Society||3,166,667||27.8%|
|Oxfam Activities Limited||970,466||8.5%|
|Cafédirect Producers Limited||461,600||4.1%|
|Number of shares||Number of shareholders||% of total shareholders||Number of shares||% of total Shares|
|1 – 500||2,163||51.2||872,583||7.7|
|501 – 1,000||1,006||23.8||918,022||8.1|
|1,001 – 5,000||908||21.5||2,166,909||19.0|
|5,001 – 10,000||81||1.9||600,299||5.3|
|10,001 and over||67||1.6||6,826,393||60.0|
Cafédirect is run by John Steel, appointed as Chief Executive in July 2012.
The board consists of six non-executive directors, of which two represent producer organisations in the developing world. Oikocredit, as a major shareholder, also has a seat on the board. The Guardians also nominate a director to the board.
Senior salaries are decided by the Remuneration Committee, and responsibility for producing accurate accounts rests with the Audit Committee.
John Steel was appointed Chief Executive in July 2012. John was previously Managing Director & then Chairman of Cornish Sea Salt Ltd. Prior to this he held a number of commercial and general management positions with leading FMCG businesses, such as Nestle & Premier Foods, along with more entrepreneurial start-up and consultancy experience.
Head of Sales and Marketing
Chris is an experienced Professional in Marketing, Sales & Senior Management within the FMCG sector, specialising in International Alcoholic and Non-Alcoholic Beverages for Large Corporates & SME's
Head of Operations
Katrina joined Cafédirect in 2000 and has been a key driver of change in the organisation driving culture, systems and most recently operations. A great believer in Cafédirect’s way of doing business Kat is a tireless advocate for the business.
Head of Finance and Company Secretary
James joined Cafédirect as Head of Finance in June 2018 with a background of commercial finance management in the technology, manufacturing and services sectors. He is a passionate advocate of Cafédirect’s approach to doing better business and creating a finance team that support the business functions to deliver excellent results.
The Board is responsible for setting strategy, approving budgets, capital expenditure, investments and disinvestments. A report summarising the company’s financial and operational performance is sent to the directors at least seven days in advance of Board meetings, the aim being to provide each director with information to help them make informed judgements on matters referred to the Board. The Board meets at least four times a year.
At 31st December 2019, the Board consisted of:
* Two independent non-executive directors are in place on a transitional basis to facilitate succession planning and it is expected that this will return to one during 2020.
Each year, one third of the eligible directors retire, in rotation, at the Annual General Meeting in accordance with the company’s Articles of Association. Accordingly, Lenin Tocto and John Steel retired, and both offered themselves for re-election and were re-elected. The selection of new directors is delegated to the Nominations and Remuneration Committee, which makes recommendations to the Board. Cafédirect Producers Limited and the Guardian Share Company Limited nominate the Producer directors and the Guardians nominee director respectively.
John Philips was appointed as a director, Chair and member of the Company’s nominations and remuneration committee in April 2018, bringing with him a wealth of non-executive and executive experience. John’s extensive executive experience includes a variety of international leadership roles for Diageo, Bacardi and Delgats wines. John is a fluent Spanish speaker and knows Latin America well. John is currently NED at Glutenberg Groupe and Jogogo Media Inc.
Consumer Director & Guardian Share Company nominee Director
Monica Middleton was appointed as a director (and a member of the company’s Nominations and Remuneration Committee) in December 2019, replacing John Shaw who informed the board of his intention to resign with effect from March 2020 and had resigned as a director of the Guardian Share Company in December 2019). Monica was appointed as Chair of the Guardian Share Company in December 2019 and will serve on the board of Cafédirect as its nominee director.
Monica was formerly UK National Managing Director of international social investor, Oikocredit, prior to which she spent the bulk of her career in director level positions with a number of blue-chip media, consumer goods and tech companies. She is a non-executive director for the Ethical Property Company and Chair of its Investment Committee as well as Chair of UK Women in Social Finance. She also previously served as a director of the Guardian Share Company.
Further to John Shaw’s notified intention to resign with effect from March 2020, after serving on the board for over ten years, the process of identifying a suitable replacement commenced following the board meeting of December 2019. Robert Humphreys was appointed as a director in John Shaw’s place at its board meeting in March 2020.
Robert previously served as the Director of Finance and Information Systems at Oxfam GB between 2009 and 2016, and prior to that worked in professional practice for PriceWaterhouseCoopers for 26 years. His work for PwC was characterised by exposure to a broad range of both for-profit and not-for-profit organisations. He has recently stepped back from full-time employment to focus on developing his contribution as a board member across a range of sectors. He currently serves on the board of a major not-for-profit organisation, and is a member of the ICAEW Corporate Governance Committee.
Oikocredit Nominee Director
Hendrik Baron De Kock
Hendrik Baron De Kock has thirty years’ experience in the coffee industry including commercial and leadership roles with Dowe Egberts and successful establishment, leadership and sale of a well-known, highly progressive coffee shop chain in Holland. Hendrik is Managing Director at Heilige Boontjes Koffie, Rotterdam, a purpose-led coffee shop improving the livelihoods of ex-delinquents.
Lenin Tocto is a Peruvian national and lives in Peru. He is the General Manager of the Asociación Provincial de Cafetaleros Solidarios San Ignacio in Peru, who have been in partnership with Cafédirect since 2000. Lenin is well networked with other Latin American partners and has a long history of assisting cooperatives to become thriving businesses.
Lebi Hudson is the General Manager of the Rungwe Smallholders Tea Association (RSTGA) in Tanzania who have been working with Cafédirect since 2003. RSTGA played a key role in testing the WeFarm platform developed by Cafédirect Producers’ Foundation and have made significant investment in participatory governance processes in their organisation under Lebi’s leadership.
The remuneration of the Chair and the non-executive directors is at levels intended to reflect the ongoing time commitments and involvement required,
The Chair and the non-executive directors do not have service contracts. Each non-executive director receives an annual fee plus an additional fee if acting as chair of a Board committee. The Chair and the non-executive directors are not entitled to participate in the company's share incentive plan, nor in any performance pay schemes or pension schemes and would not receive any compensation in the event of early termination.
In the light of the ongoing COVID-19 outbreak the Board of Directors have decided to delay the AGM until they can proceed face to face and ideally before September 18th 2020.
In June 2018 Cafédirect became the first UK coffee producer to achieve certification as a B Corporation.
All businesses certified as B Corps must meet the highest standards of verified social and environmental performance, public transparency and legal accountability, and aspire to use the power of markets to solve social and environmental problems.
With an equal or higher proportion of female representation across the majority of the pay quartiles and a 0% median hourly pay gap, plus a proven track record of supporting women returning to work from maternity leave. Cafédirect has a fair and equitable approach to people and pay policies. Despite this however, there is underrepresentation of women on the Board. One of six directors is female
It is the company’s policy to keep employees informed, through regular team meetings and other communications, on performance and on matters affecting them as employees.
It is also the company’s policy to give proper consideration to applications for employment received from people with disabilities, and to give employees who become disabled every opportunity to continue their employment.
Share Incentive Plan
On 1 January 2018 the company made the following amendments to the Share Incentive Plan (“SIP”):
All employees are entitled to join the company’s defined contribution pension scheme after completing three months’ service. The company contributes an amount equal to 9% of basic salary provided the employee contributes at least 1% of their basic salary.
The company operates a private healthcare scheme which all employees are entitled to join after completing 3 months’ service.
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