Investor Relations

Company Board

The Board meets regularly to monitor and steer the company

There is a clear structure of responsibility, and a mix of executive and experienced non-executive members.
Support is provided both through committees (eg for Audit and Remuneration) and access to internal subject experts when necessary.

The members of the Board have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the Board.

The Board consists of six directors of whom three are executives (Martyn Whieldon, Martin Harrison and Simon Latham) and three are independent non-executives (Anthony Buttanshaw, Martin Green and Ross Andrews). The Board is supported by two committees: Audit and Remuneration. The Board does not consider that it is of a size at present to require a separate nominations committee.

Non-executive directors attend 7-9 board and board committee meetings per year and are available at other times as required for face-to-face and telephone meetings with the executive team.

The Chair is responsible for ensuring that, to inform decision-making, directors receive accurate, sufficient and timely information. The Company compiles the board and committee papers which are circulated to directors prior to meetings. The Company Secretary provides minutes of each meeting.

Meetings held during the last 12 months (to end of March 2025) and the attendance of directors is summarised below:

	Board Meetings		Audit Committee		Remuneration Committee
	Possible	Attended	Possible	Attended	Possible	Attended
Exec Directors
Martyn Whieldon	9	8	–	–	–	–
Simon Latham	9	8			–	–
Martin Harrison	9	9	–	–	–	–
Non-Exec Directors
Anthony Buttanshaw	9	9	2	2	2	2
Martin Green	9	8	2	2	2	2
Ross Andrews	9	9	2	2	2	2

Strategy and Business Model

The Company uses its long-established skills and investments in manufacturing metals to produce high-quality products for the bathroom and door hardware markets.

The customer value proposition is supported by:

• Brand value and recognition through long standing targeted advertising and PR.
• High quality design, manufacture and in-house finishing.
• Effective customer service and support from regular direct contact with resellers and specifiers of across product ranges.
• Industry leading shipment/delivery times.

The shareholder value is supported by:

• Variety of geographical markets spreading economic risk.
• Strong Balance Sheet.
• Vertically integrated manufacturing facility affords total control of quality and availability of product to ultimate customer.
• Recruiting and retaining suitable staff with the necessary skills and abilities enables the company to execute its strategy effectively. We foster initiatives to encourage the promotion of good staff engagement as well as ensuring that remuneration packages are competitive within the markets in which we operate.

The Board is made up of experienced executive and non-executive directors. Executive directors are experienced in their management discipline, ie Sales, Production or Finance.

Non-executive directors are from outside businesses and experienced in advising and supporting a variety of companies.

The Board members are encouraged to work together, whilst challenging in a constructive manner.

Anthony Buttanshaw (Non-executive chair) (Age 70)

Mr A Buttanshaw is an accountant and spent some 15 years in the GKN Group, as well as having experience in other companies, which has given him significant experience in the running of manufacturing and international businesses. He is the Senior Independent Director, acting as Non-Executive Chair.

Martyn Whieldon (Managing director) (Age 53)

Mr M Whieldon joined the company in 1995 as a sales representative in Europe. Fluent in German and French, he went on to manage the sales team in both the export and home territories and has travelled widely, promoting the company’s products to customers and at numerous trade shows to dealers and specifiers alike. He was appointed to the board in 2010 as Sales Director, he was appointed Deputy Managing Director in February 2020, and Managing Director from January 2021.

Simon Latham (Financial director) (Age 60)

Mr S Latham is a Certified Accountant, initially training under Arthur Andersen, since being a professional auditor he has worked in industry for over 28 years, working in a Financial Director role for over 20 years. He has a breadth of experience in growing companies and international operations.

Martin Harrison (Manufacturing director) (Age 52)

Mr M Harrison is a Chartered Mechanical Engineer and has worked in the manufacturing industry for over 24 years. He has led manufacturing operations in a number of different sectors including beverage dispensing and cooling equipment, power generation and aerospace, and has experience of managing factories and installation teams across multiple sites, both at home and overseas.

Martin Green LLP (Non-executive) (Age 70)

Mr M Green is a solicitor who trained at Pinsent Masons in Birmingham before joining Lodders to specialise in wealth planning. Although now retired, he was senior partner of Lodders LLP and has over 30 years experience of acting as legal advisor to business and private clients. His experience offers guidance in the legal arena to the company and he is Chair of the Remuneration Committee.

Ross Andrews (Non-executive) (Age 65)

Mr R Andrews is a highly experienced and accomplished Corporate Adviser with 30 years’ experience advising companies and management teams on public market transactions, and brings financial and commercial experience to the Board. He is also Chair of the Audit Committee.

Company secretary

Simon Latham

Group management board

Adam Daniels

Rolando Guselli

The directors keep abreast of our markets and industry through regular and frequent communication with our customers, designers and agencies, also attending various trade shows and exhibitions. Technical skills are kept up to date through communication with various external advisors, research and training updates.

All directors are encouraged to maintain individual continuing professional development programmes and all have the opportunity, if required, to attend specialist courses to enhance their skills. The Company Secretary, from time to time, provides technical briefings related to regulatory compliance issues, supported by our NOMAD, Cairn Financial.

The company retains the services of three external advisers.

MHA (the trading name of Macintyre Hudson LLP) act as our auditors.

Cairn Financial Advisers are our nominated adviser and broker for our dealings with the London Stock Exchange and AIM.

Autonomy Wealth support the financial planning for the business, and advise on the legacy Pension Scheme.

Cooper Parry act as our taxation advisors.

In addition, in 2023 the business also engaged John Chivers Commercial to conduct a valuation of its property assets, and Tallon and Associates a valuation of its plant and equipment assets.

Board evaluation

The Chair reviews the contributions of each board member on an ongoing basis, both individually and in relation to the performance of the company as a whole. The reviews consider effectiveness in areas including general supervision and oversight, business risks and trends, communications, corporate governance and individual contribution. Any refinements identified in working practices can then be adopted.

The balance of the Board is also assessed, for both numbers and experience. With the death of Mr Heath, the chair has reviewed the current Board, and concluded that membership and effectiveness is suitable.

The company has issued 2,534,322 ordinary shares of 10p each, of which 79.0% are not in public hands. There are no shares held in treasury.

Date Updated : 09/2025

The shareholdings of the directors and other major shareholders (with shareholdings greater than or equal to 3%) are shown below.

Shareholder	Status	Shares Held	Share %
M P Whieldon	Director	1,000	0.04%
S G P Latham	Director	1,000	0.04%
M J Harrison	Director	1,000	0.04%
A R Buttanshaw *	Non Executive Director	1,000	0.04%
M P Green	Non Executive Director	1,000	0.04%
R M H Andrews	Non Executive Director	1,000	0.04%
Samuel Heath Discretionary Will Trust *	Non-Director	455,800	18.00%
C A Heath *	Non-Director	378,710	14.94%
G S Heath *	Non-Director	378,710	14.94%
VOB&T UK Limited	Non-Director	309,500	12.21%
S A Perkins (nee Heath)	Non-Director	272,810	10.76%
P S Allen	Non-Director	103,600	4.09%

* A R Buttanshaw, C A Heath, G S Heath and Lodders Trust Corporation Ltd (the “Trustees”) are the trustees of the Samuel Heath Discretionary Will Trust for Mr Heath’s beneficiaries. The Trustees due to their roles as trustee of the Trust, are deemed the joint legal holders of the shares held by it.

Share Information:

Other exchanges or trading platforms where Samuel Heath and Sons PLC are admitted or traded: 
Samuel Heath and Sons PLC are not traded, or admitted to be traded on any exchange or trading platforms other than AIM.

Restrictions on the transfer of securities: 

There are no restrictions on the transfer of shares

Corporate Governance

The Company aims to support the principles set out in the Code and complies in some areas where it considers it appropriate to do so given both the size and resources available to the Company.

The Company is subject to the UK City Code on Takeovers and Mergers.

Chairman’s corporate governance statement

All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of Samuel Heath & Sons plc (“Samuel Heath” or the “Company”) stakeholders including the shareholders, staff, advisers, regulators and other suppliers. Robust corporate governance improves performance and mitigates risk and therefore is an important factor in achieving the medium to long term success of the Company. In the statement which follows, we explain our approach to governance, and how the board and its committees operate.

AIM companies are required to apply a recognised corporate governance code. Samuel Heath has chosen to adhere to the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies (revised in April 2018) to meet the requirements of AIM Rule 26.

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.

The Chair has the overall responsibility for implementing an appropriate corporate governance regime at the Company.

Governance structures

The Company has both internal and external infrastructure to support the business:

Internal

• Board committees to support independence (Audit and Remuneration).
• Quality processes such as the BS EN ISO 9001:2015 Quality Management System.

External

• Independent Audit.
• Trade body membership. Actively participates in membership of The Door Hardware Federation (DHF), The British Woodworking Federation (BWF) and The Guild of Architectural Ironmongers (GAI).
• Industry governance. Attend Management and Technical committees to ensure the Company ‘has a voice’ in the development of best practice and are able to influence any applicable legislation.
• AIM regulation.

The matters reserved for the board are:

• Setting long-term objectives and commercial strategy;
• Approving annual operating and capital expenditure budgets;
• Changing the share capital or corporate structure of the Group;
• Approving half year and full year results and reports;
• Approving dividend policy and the declaration of dividends;
• Approving major investments, disposals, capital projects or contracts;
• Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; and
• Approving changes to the board structure.

Board communication

The board has a schedule of regular business, financial and operational matters, and each board Committee has compiled a schedule of work to ensure that all areas for which the board has responsibility are addressed and reviewed during the course of the year. The Chair is responsible for ensuring that, to inform decision-making, Directors receive accurate, sufficient and timely information. The Company Secretary compiles the board and Committee papers which are circulated to Directors prior to meetings. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted and to seek independent advice at the Group’s expense where appropriate.

The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current.

Communication to and from stakeholders is encapsulated within the department processes and fed up through management to the Board.

Shareholders are invited and welcomed to the AGM held on company premises, to be able to meet with the Board.

Audit committee

The Audit Committee consists of Ross Andrews (Chair), Anthony Buttanshaw and Martin Green. The committee meets twice a year and the external auditor and financial director are invited to attend these meetings. Consideration is given to the auditor’s pre- and post-audit reports and these provide opportunities to review the accounting policies, internal control and the financial information contained in both the annual and interim reports. The committee monitors the integrity of financial statements, oversees risk management and control and monitors the effectiveness of the internal audit function. It also reviews accounting and treasury policies. The committee also meets with the auditors with no executives present.

Remuneration committee

The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and to set the remuneration of executive directors and senior managers. The committee approves annual salary and bonuses where appropriate and will consult outside of the company for relevant benchmark data from time to time. The Remuneration Committee consists of Martin Green (Chair), Anthony Buttanshaw and Ross Andrews. The Remuneration of Non-Executive Directors is a matter for the Board. No Director or officer is allowed to participate in any decisions as to their own remuneration.

Nomination committee

Due to the nature and size of the Company, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than a Nomination Committee.

Shareholders

It is the Board’s abiding aim to provide clear and transparent information as to the Company’s activities, strategies and financial position to its shareholders. Details of all shareholder communications are available on the Company’s website.

The Company is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through Annual Report and Accounts, full-year and half-year announcements and the annual general meeting (AGM) to which we encourage shareholders to attend and participate. Our website contains a range of corporate information (including all Samuel Heath announcements) which is available to shareholders, investors and the public.

Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the board and all committees, together with all other directors whenever possible, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll.

The Company maintains a dedicated email address which investors can use to contact the company which is prominently displayed on its website together with the company’s address and telephone number. As the Company is too small to have a dedicated investor relations department, the Financial Director is responsible for reviewing all communications received from members and determining the most appropriate response.

Employees

The Works Committee meets 3 times a year as a forum to pass on information and for members to raise concerns. Matters are recorded and following appropriate consultation, reported on at the next meeting.

Customers

Our representatives meet regularly with all significant customers to inform them of new products with samples where possible, to pass on product knowledge and understand their business plans and aspirations. Reports are produced which form part of our sales forecasting and budgetary process, these are fed back to influence future product and services development.

Suppliers

Our purchasing department interact regularly with suppliers to ensure minimal disruptions to the supply chain and to ensure best value for money for the company. New suppliers are invited to quote for materials, components and services.

Regulators

The business constantly reviews the relevant regulations governing its products to ensure current and future compliance within major markets. Door closers for use on fire doors are subject to performance standards. Taps and showers are subject to water usage restrictions and performance standards. The Company submits its products for third party testing both in the UK and in overseas markets and maintains ‘listings’ where appropriate.

Changes in legislation and approvals can have a material impact on product designs which are fed back through our NPD process.

Industry bodies

The company is a member of a number of influential trade bodies and attends Management and Technical committees to ensure we ‘have a voice’ in the development of best practice and are able to influence any applicable legislation. The Managing Director, Sales Director and Head of Design are involved in this process. Relevant outcomes are related to other Board members at monthly Board meetings.

Environment

The Board of Directors are responsible for the environmental performance of the company, but all employees share this responsibility and are supported by key staff who promote best practice, continual improvement and monitor performance.

Good Health & Wellbeing

Our Health & Safety management system is accredited to ISO18001 and as part of that process we rigorously risk assess all of our processes to ensure they are safe and that we meet or exceed all necessary safety & environmental regulations, thus ensuring we protect our employees and the environment from the impact of our activities when working with chemicals or hazardous materials.

We offer a cycle to work scheme, a health cash plan, a benefits portal and have a supportive critical illness policy. We consult regularly with occupational health on how we can improve the work environment for those with health issues.

Clean water & sanitation

We manufacture and supply fittings which help reduce water consumption through the inclusion of special aerators and flow limiters, which can be changed to suit a range of applications. Our brassware helps meet the needs of BREEAM.

Our raw brass is sourced from Germany with a very low lead content to ensure drinking water quality is at its finest, meeting stringent market regulations such as those in California or Australia.

We are introducing on site facilities to produce demineralised water for use in some our processes to reduce the need to have bottled demin water supplied.

Sustainable Communities

Historic England awarded Grade II listed status to our 19th century factory frontage, and we invest every year in maintaining and developing our building which plays a key role in the history of Birmingham and in employing the local community, a role the firm has played since 1820.

Being a city-centre employer helps reduce the time for local people to travel to work and we encourage the use of Birmingham’s growing public transport network.

We are located within Birmingham’s Clean Air Zone.

The Company reviews various scenarios from a risk point of view to assess and address relevant risks identified.

Health & safety

Formalised reviews and inspections are undertaken across the business and communicated together at regular meetings. The Company holds ISO 45001 Occupational Health & Safety Management certification.

Risk assessment

There is a formalised Risk Assessment process of grading and recording risks and attending to any issues for the whole business, which includes involvement of the relevant works committee representatives.

Financial risk

The Board monitors the results of the business monthly against forecast, investigating variations and challenging direction.

Insurance risk

Policies are obtained where cost effective for risk beyond statutory minimums, such as Credit and Cyber insurance.

Currency

Exporting to a variety of markets spreads the currency exposure of the business, and the Board monitors exchange rates and takes out forward contracts when it deems appropriate.

Supply chain

The Company keeps in close contact with critical suppliers, reviewing quality and service levels.

Customers

The Company is in regular contact with customers directly and through our representatives to monitor their requirements and give feedback on their consumers’ preferences and aspirations.

Design

The Company has its own in-house design department and meets regularly with outside technicians and designers to help maintain a contemporary product portfolio. This ensures the pipeline of NPD and R&D secures the future success of the business.

Corporate culture

The Company promotes honesty and integrity in all its dealings.

In order to achieve this the Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business. The Board defines a series of matters reserved for its decision and has approved terms of reference for its Audit and Remuneration Committees to which certain responsibilities are delegated.

The Remuneration Committee sets and reviews the compensation of executive directors including the setting of performance frameworks for bonuses.

Neither its directors nor management have significant interests in its suppliers or customers.

Personnel policies and procedures include:-

• Bribery prevention policy
• Communications policy
• Disciplinary procedure
• Equal opportunities policy
• Grievance procedure
• Health & safety policy (summary)
• Redundancy policy & procedure (including Selection Criteria)
• Retirement policy
• Retirement counselling policy
• Social media use policy
• Stress policy

The Works Committee discusses relevant issue affecting all employees.

The business embeds principles into its processes and dealings through Quality Management System ISO 9001:2015 compliance and where necessary via mandatory industry standards and certification schemes.

Company representatives meet with customers to discuss any issues and communicate with senior management on a regular basis.

Suppliers also have relationships with both the Purchasing department and senior management.

Compliance with the QCA code is cascaded through management.

• AIM Admission Document
• Memorandum and Articles of Association
• Sharedealing Policy

Advisors

Registrar

MUFG Corporate Markets
Unit 10
Central Square
29 Wellington Street
Leeds
LS1 4DL

Auditors

MHA (the trading name of Macintyre Hudson LLP)
Rutland House
148 Edmund Street
Birmingham
B3 2FD

Taxation advisers

Cooper Parry Group Ltd
Sky View
Argosy Road
Castle Donington
Derby
DE74 2SA

Nominated adviser and nominated broker 

Cairn Financial Advisers LLP
9th Floor, 107 Cheapside
London
EC2V 6DN

Registered office

Cobden Works
Leopold Street
Birmingham
B12 0UJ

Company No 31942 
Registered in England and Wales

Main country of operations: UK

Financial information

View financial information

RNS Notifications

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