The Board is accountable to the Company’s shareholders for
maintaining high standards of Corporate Governance. The Directors
acknowledge the principles set out in the Combined Code issued by the
committee on Corporate Governance and are committed to a level of
compliance with the main provisions of the code, in so far as they are
considered to be appropriate for a smaller quoted (AIM-listed) company.
The Board
The Board currently comprises three executive directors and two nonexecutive
directors. Board meetings are held on a monthly basis to
review and discuss the operating and financial performance of the
business and to appraise its progress against budgets and strategic
plans. The Board is responsible for reviewing and approving the annual
budget, together with major items of capital investment, asset
acquisitions and disposals and any senior personnel appointments
arising in the year.
Audit Committee
The audit committee comprises the two non-executive directors and is
chaired by Michael Carlton. It meets at least once a year to consider the
reports issued by the company’s auditors in respect of its Annual Report
and Accounts and review any material issues arising from the annual
audit process. A representative from the company’s external auditors will
be in attendance. Executive directors may be in attendance at the
meeting but only by invitation. In addition, Michael Carlton is available to
the auditors at all times to discuss such matters as and when required.
The committee is also responsible for assessing the cost effectiveness
of the audit process, together with the ongoing independence of the
company’s appointed auditors.
Remuneration committee
The remuneration committee comprises the two non-executive directorsand is chaired by Michael Carlton. Its
performance of executive directors
annual remuneration and that of other
set. It also meets as and when required
administration of the company’s share-
Internal controls
The Board is also responsible for
systems and internal controls required
as to the reliability and integrity of financial
business and to safeguard the assets.
responsibility for the internal controls
any system of internal controls is designed
the business and cannot be expected
Mindful of this, our internal control systems
and evaluation in the light of changes
business and continually developed
identified.
click here to view the companies Memorandum and Articles of Association
BOARD OF DIRECTORS
click on names to view Directors biographies
Directors
Michael J Carlton FCCA (Non Executive
Jonathan S Kaye (Chief Executive Officer)
Kuldip Sehmi (Executive Director )
Alan J Millar (Finance Director)
John D Lederer Non Executive Director)
Secretary and Registered office
Ernest R Saldanha
Johnston House
8 Johnston Road
Woodford Green
Essex IG8 0XA
Audit Committee
Michael J Carlton FCCA (Non Executive Chairman)
John D Lederer (Non Executive Director)
Director biographies
Michael Carlton – Non-executive Chairman
Michael qualified as a Chartered Certified Accountant in 1969 and
following two years at Coopers & Lybrand, started his own accounting
practice, Shears, Schryer, Carlton & Co, in North London. Since then,
and whilst growing the practice, he also ran a residential property
company under the Business Expansion Scheme rules which was sold
in 2001. In January 2002, Shears, Schryer, Carlton & Co was merged
with Kounnis & Partners plc.
As the senior non-executive director and Chairman, Michael is
responsible for leading the Board in its discussions and deliberations
and he is also available to investors should they wish to discuss any
matter of corporate governance.
Jonathan S Kaye – Chief Executive
Jonathan graduated from Leeds University in 1999. After this he spent a
period working in the high volume, popular, mid-value restaurant sector
in a variety of roles from kitchen through to management. Jonathan cofounded
the company in November 2000 and was promoted to Chief
Executive Officer in December 2003.
Jonathan has overall responsibility for all aspects of the day to day
running of the restaurant operations and also for the longer term
strategic direction of the company including menu development and
devising new concepts or brands. He adopts a hands-on approach to
expanding the business by leading the new site selection process and
overseeing design and fit-out of new units coming on stream.
Kuldip S Sehmi – Executive Director
Kuldip has a wealth of experience in the casual dining market, having
worked in a variety of roles during a 25 year period of working with City
Centre Restaurants plc (now renamed Restaurant Group plc) and rising
to the position of Area Manager. He then joined ASK Central and spent
four years in the position of Regional Operations Director. Kuldip joined
Prezzo in a similar role in 2003 and was appointed to the Board in
December 2003.
Kuldip has responsibility for the day to day running of approximately half
the estate. In addition, he negotiates terms for food and drink purchases
and monitors the relationship between the company and its principal
suppliers and also plays an important role in overseeing the final
preparations and launch of new branches.
Alan J Millar – Finance Director
Alan is a Chartered Accountant (ACA) who qualified in 1994 while
working for Coopers & Lybrand in its Newcastle-upon-Tyne Audit and
Accountancy practice. He then moved to take up his first senior financerole as Group Financial Accountant at Torday & Carlisle plc, providing his
first public markets experience. Since 1997, Alan has worked in the City
as an Equity Analyst, within a number of mid-market facing brokers and
advisers (Greig Middleton, Old Mutual Securities and Arbuthnot
Securities). For the majority of this time, he focused on writing research
and advising clients within the Leisure sector, with a particular interest in
restaurant and bar retailers. His latest role was Director and Analyst was
with Dawnay, Day Corporate Broking. Alan joined the Company in
January 2007, with his appointment as Finance Director effective from 11
April 2007.
Alan has responsibility for overseeing the production of regular and
timely financial information for the Board, including annual budgets,
monthly management accounts and forecasts. He is also responsible for
ensuring that Prezzo complies with all necessary requirements in
respect of its financial reporting obligations and achieves clarity and
transparency in reporting to shareholders.
John D Lederer – Non Executive Director
John graduated from the Ecole Hôteliere, Lausanne, Switzerland in 1980
and has pursued a career in restaurant management ever since. He
spent six years as Operations Manager at City Centre Restaurants plc
and four years at Groupe Chez Gérard plc as Group Operations Director
and four years as Operations Director of Masala World. He is currently
the Managing Director of Brasserie Blanc.
John brings considerable operational experience to his supporting role at
regular board meetings and as the second member of the independent
Audit and Remuneration committees.
ADVISERS
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Solicitors
Howard Kennedy
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