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Cafédirect

Governance and people

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 12th June 2017 and the issued share capital of the Company as it will be immediately following the Rights Issue, assuming full subscription.

Shareholder Analysis

Substantial Shareholdings

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%

Share Distribution at 31st December 2018

Number of shares Number of shareholders % of total shareholders Number of shares % of total Shares
1 – 500 2,119 50.5 844,725 7.4
501 – 1,000 1,006 24.0 918,323 8.1
1,001 – 5,000 920 21.9 2,182,266 19.2
5,001 – 10,000 87 2.0 639,149 5.6
10,001 and over 66 1.6 6,799,743 59.7
Total 4,198 100.0 11,384,206 100.0

People

Management

Cafédirect is run by John Steel, appointed as managing director in June 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.

Senior management team

Non-executive directors

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 2018, the Board consisted of:

  • Non-executive chair
  • Chief Executive
  • 1 Independent non-executive director (consumer representative)
  • 2 Producer directors
  • 1 Guardian Share Company nominee director
  • 1 Oikocredit nominee director

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.

Remuneration

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.

Annual General Meeting

 The date of Cafédirect's 2019 Annual General Meeting is 19th June, 2019.

B Corp Certification

 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.

Diversity

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

Employee Satisfaction

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”):

  • The Company gifted 1,200 shares to each employee at that date (total number of shares 28,800 with a nominal value of £7,200 within the SIP”). Shares will vest after 3 years.
  • A Partnership share scheme was included in the SIP that enabled employees to purchase up to £1,800 of shares each year within the SIP, these shares to vest at the end of each Financial Year. At the end of March 2018 each member of the Executive team have taken up this offer to purchase shares in the Company.
  • A separate unapproved share scheme was set up for the Chief Executive to purchase £15,000 of shares in the Company outside the SIP and to repay the Company out of salary over the next 5 years. “Unapproved” in this context means that the holder of the shares is subject to tax on any benefit arising, as opposed to an approved scheme where HMRC permit issue of shares to employees with no taxation implications.

Pensions
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.

Healthcare
The company operates a private healthcare scheme which all employees are entitled to join after completing 3 months’ service.

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