Investors

We are listed on the Alternative Investment Market (AIM) of the London Stock Exchange as SEC Newgate S.p.A.

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.

About

SEC Newgate is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. It is a newly created strategic global communications firm which ranks in the Top 30 groups in the world.

It is the result of the merger of leading European communications firms SEC S.p.A. and Porta Communications plc, the parent company of the award-winning Newgate Communications.

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 30 offices, in 14 countries, across 4 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)
— Clai (France)
— Kohl PR (Germany)
— Martis Consulting (Poland)
— SEC Latam (Colombia)

— Newgate Communications (Abu Dhabi, Australia, Greater China, Singapore, UK)
— Newington (UK)
— Publicasity (UK)
— SEC S.p.A. (Italy)
— 2112 (UK)

SECNewgate-About

SEC Newgate has 24,250,907 New Ordinary Shares on issue, 72.04% of which are not in public hands.

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.

Company Overview

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.

Regulatory Filings

Share Price

Substantial Shareholders

NameNo. of Ordinary Shares% of Issued Share Capital
Fiorenzo Tagliabue*8,920,10036.77
Retro Grand Limited6,335,18326.12

* Includes members of his family

Significant Shareholders

NameNo. of Ordinary Shares% of Issued Share Capital
Equita Sim S.p.A.862,8123.56
Hawk846,6983.49

Directors and Senior Managers

NameNo. of Ordinary Shares% of Issued Share Capital
Paola Ambrosino588,7002.43
Emma Kane402,7221.66
John Foley64,0150.28
Brian Tyson51,2410.21

Shareholder list last updated on September 6, 2019.

Corporate Governance

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:

Board Members

John Foley

Luigi Pierguiseppe Ferdinando Roth

Fiorenzo Vittorio Tagliabue

Emma Victoria Kane (Rosenblatt)

Brian William Tyson

Anna Milito

Thomas Edward Parker

Mark Henry Glover

David Carr Mathewson

Paola Bruno

John Foley

Age 63
Non-Executive Chairman

John is a Chartered Accountant and barrister. John is a co-founder and Chairman of AIM quoted niche services provider, Premier Technical Services Group Plc.

John is also Chairman of Servoca plc, the AIM quoted staffing solutions and outsourcing provider.

He was previously Chief Executive of MacLellan Group plc, a facilities services company, from 1994 until it was acquired by Interserve plc for an enterprise value of £130 million in June 2006. John was appointed as Non-Executive Chairman of Porta in May 2017.

Luigi
Piergiuseppe Ferdinando Roth

Age 78
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

Age 69
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)

Age 52
Deputy Chief Executive Officer and Chief Executive of Newgate Communications

Emma has over 30 years of communications’ experience gained working both in agencies and inhouse at organisations such as ProShare as its first Head of Marketing Communications, and as Head of Investor Services at Charles Schwab. She founded Redleaf in January 2000 and led the agency until 2018 when its sale to Porta was completed.

She specialises in financial and corporate communications, and crisis management. She is also the Chairman of the Barbican Centre Trust, Chairman of Target Ovarian Cancer, and a trustee of Nightingale Hammerson. She was awarded the Freedom of the City of London in 2017.

Emma is Chief Executive of Newgate Communications Ltd. Emma was appointed Deputy Chief Executive of SEC Newgate in September 2019.

Brian William Tyson

Age 55
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.

Anna Milito

Age 48
Interim Group Chief Financial Officer, Italy

Anna Milito joined SEC in 2003 and since then has worked in the administrative team, becoming Chief Financial Officer in 2014. Her role includes coordinating a team composed of seven finance and administration professionals.

Prior to joining SEC, Mrs Milito worked for an Italian accountancy firm from 1998-1999 and from 2000-2002 she was consultant to a provincial consortium on regional, national and communitarian financing laws for enterprises in Parma. Anna Milito has a degree in Business Economics from the University of Parma and is a chartered accountant.

Thomas Edward Parker

Age 46
Deputy Chief Executive and Chief Executive 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

Age 52
Executive Director and Chief Executive of Newington

Mark founded the award-winning consultancy Newington in 2006. For over 20 years Mark has provided senior counsel to a range of corporate clients. Mark sits on the PRCA Public Affairs Board, is a former Chairman of the Board, is a Fellow of the PRCA and sits on the PRCA PR Council. A member of the Executive of SME4Labour, Mark was a Labour Councillor in Southwark 2002-14, including six years as Chairman of the Labour Group. He is a published author of articles on Labour, 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, a member of the Court of the Company of Communicators and spent five years as a Non Exec on Marston Holding Group’s Ethical Advisory Board.

David Carr Mathewson

Age 71
Non-Executive Director

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 Bruno

Age 52
Non-Executive Director

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.

Board Committees

Executive Committee:

Fiorenzo Tagliabue
Emma Kane
Brian Tyson
Tom Parker
Mark Glover
Eric Guiliy

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)
David Mathewson
Paola Bruno

The Audit and Aim Compliance Committee of the SEC Group will be chaired by John Foley and also includes David Mathewson and Paola Bruno. David has 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. The Porta Audit Committee currently includes John Foley as Chairman and Fiorenzo Tagliabue. As Fiorenzo Tagliabue is an executive of the Enlarged Group, he will not sit on the Enlarged Group 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 for both Groups currently, and the Enlarged Group moving forward, 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, which is expected to occur in the March or April following the year end under review. This is consistent with the recent timing in the Porta Group, albeit sooner than that of the SEC Group.

Remuneration and Nomination Committee:

Luigi Roth (Chairman)
Paola Bruno
John Foley

The Remuneration and Nomination Committee will be chaired by Luigi Roth and will also include Paola Bruno and John Foley. By invitation, it will also be attended by Fiorenzo Tagliabue but he will not be involved in any decisions taken by the committee. John and Fiorenzo have both previously served on the Porta Communications plc Remuneration and Nomination Committee (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.

It 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.

Previously the meetings of the Remuneration Committees have been run alongside the Group Board meetings when required. It is proposed moving forward that the Remuneration and Nomination Committee 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
London
EC2N 1AR

Auditors

BDO Italia S.p.A.
Viale Abruzzi, 94 20131 Milan

Solicitors to the company (English Law)

Burges Salmon LLP
One Glass Wharf
Bristol
BS2 0ZX

Solicitors to the company (Italian Law)

Nctm Studio Legale
Via Agnello 12
20121 – Milan
Italy

Registrars Computershare S.p.A.

Via L. Mascheroni, 19 20145
Milan Italy

Financial PR Newgate Communications

Newgate Communications
Sky Light City Tower
50 Basinghall Street
London EC2V 5DE

Key Dates

Details of future key dates will be posted here.