The Company

Introduction to Corporate governance

The Board of Directors and management believe that sound corporate governance practices contribute to managing the Financial group effectively and to achieving our strategic and operational plans, goals and objectives. The Board’s corporate governance policies and practices are consistent with the Combined Code as far as is practical. One area where we fall short of the combined code at present is in the appointment of two non-executive directors. This is especially noteworthy because many of the recommendations of the Combined Code, such as the requirement to have a majority of non executives in many of the board committees, flow from this recommendation A.3.2.

You can find additional governance information on our website, including the Code of Conduct and Ethics, the Disclosure Policy, the Conflict of Interest Policy, some job descriptions of director roles, the Committees of the Board, their terms of reference and their Chairs, and the terms of reference for the board. The Corporate Governance Committee reviews this statement of corporate governance practices each year and recommends it to the Board for consideration and approval.

We have aimed where possible to disclose all of the pillars of corporate governance that hold the group up. These are disclosed either directly here, or in the annual reports which are published herein. Over all the activities of our group we have an ethical standpoint. The flag for this is carried by our motto: Humility, Integrity and Discipline.

Charlie Palmer
CEO

Mission

The company motto of Standard Financial plc is "Humility Integrity and Discipline" this ethos drives the company in its objective of the provision of services to the independent financial adviser community.

Location

The headquarters of the business is located in Unit 1, Andoversford Business Park, Cheltenham, GL54 4LB. The office is located strategically in the heart of England, close to major motorway, rail and air routes. Standard Financial plc operates in a customised modern facility, designed to provide a healthy working environment combined with the most up to date technological platform for our clients. As part of the expansion of the business Standard Financial plc opened an office in November 2007 in the City of London, 32 Threadneedle Street, London EC2R 8AY.

Recent Corporate Developments

As part of the continued development of the firm in line with industry best standards and in line with the Combined Code, the company has generated a number of key Board based reviews including , a review of capital adequacy – an ICAAP review, a review of the corporate structures by Moore Stephens, and an annual business plan.

History

Standard Financial plc was established on 15th February 2002. The Company is owned by Charlie Llewellen Palmer and Lisa Llewellen Palmer. Since 2002 the company has expanded its client base and service range dramatically, and has a number of subsidiary businesses including; Financial Direct, Financial Investments, Financial Private Clients and Financial Networks. The business is fully licensed and regulated by the Financial Services Authority. On 3rd November 2008 the company re-registered as a public company and now trades under the name of Standard Financial plc.

Business Continuity Plan

The group is committed to safeguarding the interests of our clients in the event of an emergency or significant business disruption. The group has taken steps to mitigate the impact of business interruptions resulting from a wide variety of potential events, including the loss of key facilities and resources. The Business Continuity Plan ("BCP") process has reviewed all aspects of the group's key activities.

The assessment includes for each business process the exposure to risk and the likelihood of failure and may be updated periodically. The group’s BCP addresses data back-up and recovery, all mission critical systems, financial and operational assessments, alternative communications with clients, employees and regulators, alternative physical location of employees, critical suppliers, bank and counter-party impact and regulatory reporting.

In a disruption to our firm or building we will transfer our operations to our disaster recovery site located in the City office at Threadneedle Street and recover and resume business depending on the severity of the disaster within twenty four hours. In the above-mentioned situation we plan to continue business and notify our customers through our website and by email. In the event that the business disruption lasts longer than twenty four hours we will assess the situation and if necessary implement a move to a further site.

The Board

Standard Financial plc (hereinafter simply called "Financial") is managed and overseen by the Board of Directors; the Board meets regularly - at least four times a year. Directors are appointed according to the articles of association of the company. The Board has a number of powers, it is the central to the effective corporate and financial governance of the company, at the same time it delegates a number of functions to key staff managers and to the recently established Board Committees.

The Board’s Committee's

To assist in better Governance of the company, in 2008 the board established a number of committees, these included; the Audit Committee, the Corporate Governance Committee and the Nomination and Remuneration Committee. (There is also a Risk Committee, Compliance Committee, Fund Management Committee and a Pensions Administration Committee – but these are all operational committees, not committees of the board. Each of these board committees meets regularly and are composed of board and staff members. The purposes of these committees are to provide more specialized thematic forums which generate more specific and relevant materials for the board. The Committees allow for formal interaction directly with the board for key members of staff and technocrats within the organisation.

Board Members

Ian McCallum

Ian is Chairman of the Board of directors. After Cambridge University he rose to Chief Executive of FTSE 350 company Critchley Plc, until its eventual sale for £140m in 2000 to Tyco. Since then he has helped as director, establish from scratch the largest on-line prescription glasses business in the world glassesdirect.co.uk

Charlie Llewellen Palmer

Charlie founded the company, and is the group's chief executive, he previously worked with Allied Dunbar as a financial adviser at the Cheltenham Branch from 1992 to 1997 – an experience he describes as numbing. He left to set up as an IFA from home, and in 2002 incorporated Financial Ltd as the UK’s first fee based network for IFAs.

Click here to read the chief executive's statement on corporate governance in the Annual Report.

Mrs Paivi Grigg

Paivi was financial director for Burns Anderson for six years, completed the same role for Lighthouse Group for another 6 and joined Financial in 2009 as Commercial Director and head of retail which includes fund management and private client work.

Georgina Foster

Georgina joined the company in 2003 and is the group's operations director.

Steve Bell

Steve joined the company in 2006 and is the group's compliance director, Steve operated at a high level with Abbey National and Barclay’s.

Martin Featherston-Godley

Martin joined the company in 2005 and is the group's financial director, Martin trained as an accountant with Deloittes and qualified with an MBA from Bath University in 2001.

Accounts

Management Accounts

The company produces and circulates monthly management accounts and projections for the board. These are reviewed by the Audit Committee and the main board.

Annual Audited Accounts

Annual audited accounts are prepared by an external audit firm for the group and for it's component companies. All accounts are prepared within Standard accounting guidelines and FSA regulations. Accounts are presented to and approved by the Audit Committee, the main board, and by shareholders.

Auditors

Harpersheldon, The Old School House, Leckhampton, Cheltenham, GL53

Other Key Governance Policies

Corporate Governance Definition

Corporate Governance is the internal system by which FINANCIAL is directed and controlled.

The parties involved are the directors, the board, its sub-committees, stakeholders such as the FSA, Customers, Suppliers and Shareholders.

Transparency and accountability are the most important elements and this includes the timely provision by Financial of good quality information and a clear and credible decision-making process at board level.

The impact of Corporate Governance is on stakeholders and good governance ultimately leads to a strengthened group.

What Corporate Governance means to Financial

The Board understands the purpose and scope of corporate governance.

There is clear understanding of what corporate governance is for. It ensures the board protects resources and allocates them to make planned progress towards FINANCIAL's defined purpose of organic growth.

The Board leads by example.

The Board should set the right tone and behave accordingly, paying attention to FINANCIAL's motto of Humility, Integrity and Discipline. Directors regard one of their responsibilities as being guardians of the corporate conscience.

The Board empowers executive management and committees.

The board sets clear goals and has appropriate structures and committees, delegated authorities and policies that determine its mandate.

The Board's strategy considers both risk and reward over time.

Success in achieving strategic objectives requires understanding, accepting, managing and taking risks. Consideration of risk is therefore a key part of strategy. Risk is part of decision making at all levels at FINANCIAL. To avoid creating a risk averse culture, risk is about both threats and opportunities. The FINANCIAL board aims to understand the risks faced and aims to keep the level of risk acceptable and challenge executive management when appropriate.

The Board is balanced.

FINANCIAL's board includes both outside non-executive and executive. The non-executive members challenge the executives on a regular basis. No single individual is able to dominate decision making. All board members train to acquire a level of understanding to enable them to decide on the direction and control of FINANCIAL.

Executive remuneration promotes performance and is transparent.

Remuneration arrangements are aligned with our company motto so as to promote organisational performance.

FINANCIAL's risk management and control is objectively challenged.

Internal and external audit are key sources of objective assessment and assurance. Internal and external audit actually operate independently and objectively, free from management influence.

The Board accounts to the FSA.

FINANCIAL's board works for success. The Board aims to disclose sufficient, appropriate, clear, balanced, reliable and timely information to the FSA in the usual and defined format to the FSA.

Shareholders and other significant stakeholders hold boards to account.

A fully independent external audit process, overseen by an effective audit committee is carried out annually.

Corporate governance evolves and improves over time.

Financial recognise that there is improvement to be made and aim to do this over time.

How Financial Enforce Corporate Governance

External corporate governance controls.

External corporate governance controls that impact on FINANCIAL include:

• Harper Sheldon the formal auditor
• One off audits such as conducted by Moore Stephens in 2008.
• The competition
• FSA regulations
• Health and Safety and other regulations
• Media pressure
• Internal corporate governance controls

Internal corporate governance controls that impact on FINANCIAL include:

• Monitoring by the board of directors: The board of directors, with its legal authority to hire, fire and compensate top management, safeguards invested capital. Regular board meetings allow potential problems to be identified, discussed and avoided.
• The internal audit department
• The alignment of the sole shareholder as Chief Executive

How Financial Measure Corporate Governance

The measuring yardsticks used by Financial include the following:

• Internal audit department reviews
• Results from TCF surveys and work including Gap Analysis
• TCF action plans flowing from the above
• Complaints ratios
• Performance reviews
• 121s, appraisals and discussions with individual staff
• Compliance management information feeds
• Key Performance Indicators