We are listed on the Alternative Investment Market (AIM) of the London Stock Exchange as SEC Newgate S.p.A under the TIDM: SECN.
Our aim is simple - to deliver value to our shareholders, our clients and our employees.
We will do this by retaining and attracting talented professionals; acquiring successful businesses which complement and strengthen our offering; and ensuring that we continue to provide our clients with the best possible advice and support.
SEC Newgate is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. It is a global strategic communications firm which ranks in the Top 30 groups in the world.
SEC Newgate offers clients a full suite of research-backed strategic communications and advocacy services across its extensive network. The Group specialises in transformational communications offering global excellence through local experts.
Its team comprises circa 600 people working out of 36 offices, in 16 countries, across six continents. Its comprehensive range of integrated services include public affairs and advocacy, financial and corporate communications, digital insights, research, crisis management and consumer PR.
The Group's principal brands are:
- ACH (Spain)
- Cambre Associates (Belgium)
- Cambre Maroc (Morocco)
- Clai (France)
- Kohl PR (Germany)
- Martis Consulting (Poland)
- Newgate Communications (Abu Dhabi, Australia, Greater China, Singapore)
- Orca Affairs (Germany)
- Publicasity (UK)
- SEC S.p.A. (Italy)
- SEC Newgate Colombia
- SEC Newgate UK
- SEC Newgate US
- 2112 (UK)
SEC Newgate has 24,250,907 New Ordinary Shares on issue, 72.04% of which are not in public hands (as at 11 September 2020).
Shares are freely transferable.
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
As an Italian company, the UK Takeover Code does not apply to the Company. However, the company’s articles state that the provisions of the Italian Legislative Decree 58/1998 (Consolidated Law on Finance) and implementing regulation issued by CONSOB are applicable by voluntary reference.
SEC Newgate S.p.A operates in compliance with the rules of AIM. The information below is provided in accordance with the requirements of AIM Rule 26 – Information (last updated 2 February 2021).
Group Financial Information
The Company is managed by the Board of Directors. The Directors are drawn from backgrounds which the Board believes provides an appropriate mix to conduct the Company’s business. The Company has adopted the Quoted Companies Alliance Corporate Governance Code (the “Code”) and the Company’s compliance statement can be found below.
Quoted Companies Alliance Corporate Governance Code (the “Code”) and the Company’s compliance statement:
Luigi Pierguiseppe Ferdinando Roth
Fiorenzo Vittorio Tagliabue
Emma Victoria Kane (Rosenblatt)
Brian William Tyson
Thomas Edward Parker
Mark Henry Glover
David Carr Mathewson
John is a qualified Chartered Accountant and Barrister who has served on a number of public company Boards on a continuous basis since 1989.
He was Chief Executive of MacLellan Group Plc from 1994 until its sale for an enterprise value of £130m in 2006. He was co founder of Premier Technical Services Group Ltd in 2007; it became a public company in 2015 and was sold for an enterprise value of over £300m in July 2019. He is currently aged 64 years old and is Chairman of a number of other private companies in addition to chairing SEC Newgate S.p.A.
Piergiuseppe Ferdinando Roth
Deputy Non-Executive Chairman
Luigi was appointed to the Board as its Non-Executive Chairman in June 2016.
He has significant board experience and his current roles include being President of Alba Leasing S.p.A. (since 20 May 2012), Senior Advisor of Equita SIM S.p.A. (since October 2014), President of Italiana Valorizzazioni Immobiliari S.r.l. (since September 2013) and President of Melior Valorizzazioni Immobiliari S.r.l. (since June 2010), President of Gruppo Lombardo dei Cavalieri del Lavoro (since September 2013) and he holds positions on the boards of Pirelli & C. S.p.A., Autostrada Torino Milano S.p.A., Eurovita Assicurazioni S.p.A. and NTV S.p.A.
Noteworthy previous experience includes roles as President of Terna S.p.A., Consorzio Città della Salute e della Ricerca di Milano, Fondazione Fiera Milano and Ferrovie Nord Milano Esercizio S.p.A., as well as various positions held on the boards of Meliorbanca, Cassa Depositi e Prestiti S.p.A., Ansaldo Trasporti S.p.A. and Breda Costruzioni Ferroviarie S.p.A.
Luigi Roth is also a Knight Grand Cross of Merit of the Italian Republic, Knight of Labour and a Papal Gentleman.
Fiorenzo Vittorio Tagliabue
Chief Executive Officer
Fiorenzo is the founder and controlling shareholder of SEC. He has significant expertise in urban regeneration projects, such as Porta Nuova in Milan (for Hines Group), regeneration of the Fiera di Milano area (for Citylife and Generali-Allianz Group), development plan for Bovisa (for Euromilano) and construction of Fiera in Rho-Pero (for Fiera Milano Foundation). He was the CEO of Nuova Editoriale Italiana S.p.A. from 1983 to 1989 and, in 1985, he founded and became General Secretary for the first three years of Centro Televisivo Vaticano. Mr Tagliabue was a member of the Board of Directors of Teatro La Scala (Milan) Foundation from 2005 until January 2015 and is a member of the board of directors of Banco Alimentare Foundation and of Venice University Institute of Architecture.
Emma Victoria Kane (Rosenblatt)
Deputy Chief Executive Officer and Chief Executive of SEC Newgate UK
Emma specialises in creating positive change through communications. She has 30 years’ experience in the communications industry. Today she is Chief Executive of SEC Newgate UK, part of the international communications group, SEC Newgate S.p.A. on whose board she also sits. Her clients include business leaders, household brands and international organisations.
She is Chair of the UK’s largest ovarian cancer charity, Target Ovarian Cancer, and of Europe’s largest multi arts centre, the Barbican Centre Trust; she is also a Board Member of the Elton John Aids Foundation (appointed July 2020). She was awarded the Freedom of the City of London in 2017.
Brian William Tyson
Deputy Chief Executive Officer and Chief Executive of Newgate Australia
Brian is the Managing Partner of Newgate Australia (being Newgate Communications Pty Limited) and co-founder of Newgate Research (the market and social research arm of Newgate Communications). In a consulting career spanning three decades, Brian has come to be regarded as one of Australia’s leading communications practitioners with expertise in strategic issues management, financial transactions, government relations, media management and community campaigning. He has led a number of high profile and complex public affairs campaigns and financial transactions in the infrastructure, transport, banking, energy, agriculture and media sporting/arts sectors. Brian is a Director on the board of the Sydney Swans Australian Football Club and the Committee for Sydney as well the Clontarf Foundation, supporting educational opportunities for young Indigenous Australians.
Prior to his career in consultancy Brian was a political adviser to the Greiner Government in New South Wales. He started his career as a journalist with The Land newspaper. Brian is Chief Executive of Newgate Australia. He was appointed Deputy Chief Executive of SEC Newgate in September 2019.
Deputy Group Chief Financial Officer, Italy
Sergio joined SEC Newgate on 1 June 2020.
He worked as Finance Manager for the last three years in a digital company following fifteen years of financial audit and consultancy in Italy and in the USA;
He has a bachelor's degree in Business Administration from Italy's leading university Bocconi in Milan, and he is qualified in Italy as a Certified Public Accountant.
Thomas Edward Parker
Deputy Chief Executive and Chairman of Cambre Associates – Brussels
Tom co-founded Cambre Associates SA in 2013, based in Brussels, and was appointed to the Board in June 2016. Mr Parker was the Managing Director at Interel PR & PA from 2006 to 2007 and the Managing Director of Interel Cabinet Stewart in 2008.
Mr Parker is the Vice President of the British Chamber of Commerce in Brussels. He is also a regular commentator on EU lobbying practice and the future of the advocacy profession. Mr Parker works with organizations at the highest levels across a wide range of Sectors, counselling on EU affairs and pan–European advocacy campaigns and has advised on some of Europe’s highest profile reputational challenges and counselled on issues management and crisis communication at European and global levels.
Mr Parker is also on the boards of the SEC subsidiaries Kohl PR and ACH Cambre.
Mark Henry Glover
Executive Director and Executive Chairman of SEC Newgate UK
Mark is SEC Newgate UK’s Executive Chairman as well as sitting on the board of SEC Newgate Group. He provides senior counsel to a range of corporate clients based on his 25 years’ consultancy experience. He founded the award-winning agency Newington in 2006 - now part of SEC Newgate UK. Mark is a Fellow of the PRCA and is a former Chairman of the PRCA Public Affairs Board (then APPC). Mark was a Labour Councillor in Southwark 2002-14, including six years as Chairman of the Labour Group. He is a published author and commentator on politics, public affairs and business. He also sat on the Federal Executive of the Liberal Democrats in the early 1990s.
Mark was an expert witness to the Council of Europe on lobbying transparency and is a regular conference speaker and awards judge. He sits on the fundraising board of Humanity and Inclusion, is a Warden of the Company of Communicators and spent five years as a Non Exec on Marston Holding Group’s Ethical Advisory Board. He won the Public Affairs Awards 2020 - Outstanding Contribution and is a regular in the PR Week Powerbook.
Executive Director and CIO of SEC Newgate
Andrea joined the Board as Chief Innovation Officer in December 2019. His experience spans communications technology systems, design information, PR and strategic advice.
Throughout his career, Andrea has led some of Italy’s leading firms at the forefront of digital marketing and transformation. In 1981, Andrea founded C&T, one of the first Italian companies dedicated to design information and communication technology systems. He has collaborated with leading PR firm, Ketchum Italy (formerly RP Partners), since 1986, eventually becoming CEO. He was appointed CEO of Digital Market Strategy business, Telemacus, in 1995, and appointed Vice President in 1999. In 2013 he was appointed Global Partner of the Ketchum international network. After the merger between Ketchum, Fleishmann Hillard and Porter Novelli, in June 2017, he became Executive President of the new entity, Omnicom Public Relation Group (OPRG). From 2014 to 2015 he was President of Assorel. From 2019 he has been Vice President of UNA - Aziende della Comunicazione Unite.
David Carr Mathewson
David was appointed to the Board in June 2016. David has experience in advising private and public companies on strategy plus implementation of mergers, acquisitions, debt and equity fund raising and capital reconstructions. David has spent much of his executive career as Senior Director of Noble Grossart Ltd. More recently, he was Finance Director of Playtech plc, between 2010 and 2013, which moved from AIM to the main market of the London Stock Exchange during his tenure.
Prior to being Finance Director, he was a Non-Executive Director and chaired the audit and risk committees of Playtech plc. David is a member of the Institute of Chartered Accountants of Scotland.
Paola is the founder and Managing Director of Augmented Finance Ltd, an advisory company based in London and specialising in M&A, financial and corporate advisory for financial institutions, investment funds and European/North America industrial and tech companies. She is an independent Director, Chairman of Remuneration Committee, and a member of the Nomination Committee in Banca Creval S.p.A.; independent Director, Chairman of Control and Risk Committee, and a member of the Remuneration Committee and Related Party Committee in Alerion Clean Power SpA; and, independent Director, Chair of the Nomination and Remuneration Committee, Member of the Risk Committee and Related Party Committee and Investment Committee in Retelit S.p.A.
Paola joined the Board as Non-Executive Director in February 2017.
In the Enlarged Group, the Executive Committee will straddle the commercial focus of the Management Committee and the operational and financial focus of the board. It will be responsible for the day to day running of the Group and delivery of strategic initiatives. It will have meetings on a monthly basis but reporting of gross profit forecasting and cash will be done on a weekly basis to the CFO in order to help monitor trading, profitability and cash need/excess (as is currently done in the Porta Group).
Access to the Executive Board members is very open, and whilst they meet on a monthly basis formally, they deal informally with one another on a weekly and in some cases daily basis and thus will be able to deal with any staffing issues, approve major capital expenditure including systems upgrades and any other matters requiring senior level decision-making on a near immediate basis if required.
Once the integration of the businesses is under way, the Executive Committee will determine what level of financial information is shared with the members of the Management Committee and Senior Managers outside of their local business information, both from a commercial and financial standpoint. Currently in SEC this is very much a commercially focused committee with limited financial information, whereas the executives at Porta sitting on local company boards discuss a combination of financial and commercial information.
Audit and AIM Compliance Committee:
John Foley (Chairman)
The SEC Newgate Audit and Aim Compliance Committee is chaired by John Foley and also includes David Mathewson and Paola Bruno. David previously sat on the SEC Audit Committee and has previously served as Chairman of the Playtech plc Audit Committee as well as being a Chartered Accountant. John has previously sat on the Porta Audit Committee and is a Chartered Accountant. Paola Bruno has a strong financial background, having previously worked at UBS. As Fiorenzo Tagliabue is an executive of SEC Newgate, he will not sit on the Audit and AIM Compliance Committee.
The Audit and AIM Compliance Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature, scope and results of the audit with the external auditors. The Audit and AIM Compliance Committee continues to have unrestricted access to the Group’s auditors.
The Audit and AIM Compliance Committee is responsible for reviewing the annual results (along with other Board members) and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. They do this through close working with the Group CFO and correspondence with the auditors and the reporting performed.
The Audit and AIM Compliance Committee meets twice a year as a minimum, being at audit planning at which the auditors will present their plan for the forthcoming year end audit (expected be in late Quarter 4 of the year of audit) and audit completion, when the auditors will present their draft audit findings and highlight any key issues still to be resolved in advance of the audit sign off. The audit completion meeting occurs circa two weeks before audit sign off.
Remuneration and Nomination Committee:
Luigi Roth (Chairman)
The Remuneration and Nomination Committees are chaired by Luigi Roth and will also include Paola Bruno and John Foley. By invitation, they will also be attended by Fiorenzo Tagliabue but he will not be involved in any decisions taken by the committees. John and Fiorenzo both previously served on the Porta Communications plc Remuneration and Nomination Committees (as Chairman and member respectively). Paola has served as a member of Alerion Clean Power SpA Remuneration Committee and Luigi previously sat on the SEC Remuneration Committee.
The Remuneration Committee will be responsible for developing a policy on executive remuneration and for fixing the remuneration packages of individual directors, as well as signing off any material company or Group-wide incentive schemes. They are also responsible for evaluating the performance of the board of directors and ensuring that the existing Board has the right level of skills and characteristics to adequately carry out their duty.
The Nomination Committee is responsible for identifying, nominating and approving appointments to the Board, as well as considering the continuing appropriateness of the Board, the future needs of the Company and issues of succession. The Nomination Committee meets at least twice each year.
The Remuneration and Nomination Committees will meet twice a year as a minimum, being in the month immediately following the release of the unaudited interims, and within the month following the signing of the Group accounts.
Nominated advisor and broker
Arden Partners plc
125 Old Broad Street
BDO Italia S.p.A.
Viale Abruzzi, 94 20131 Milan
Solicitors to the company (English Law)
Burges Salmon LLP
One Glass Wharf
Solicitors to the company (Italian Law)
Nctm Studio Legale
Via Agnello 12
20121 – Milan
Registrars Computershare S.p.A.
Via L. Mascheroni, 19 20145
Financial PR Newgate Communications
Sky Light City Tower
50 Basinghall Street
London EC2V 5DE
Details of future key dates will be posted here.