Trafalgar New Homes Ltd (formerly Combe Bank Homes) and Trafalgar Retirement+ Ltd (formerly Beaufort Homes) are  trading entities and wholly owned subsidiaries of Trafalgar Property Group Plc .
For information about Combe Bank Homes / Trafalgar New Homes Ltd:      For information about Beaufort Homes / Trafalgar Retirement+ Ltd:

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QCA Code Corporate Governance Statement Disclosures

Corporate Governance Statement


QCA Corporate Governance Code


AIM companies are, with effect from 28 September 2018, required to provide details of a recognised corporate governance code that the board of directors has decided to apply, how the AIM company complies with that code and, where it has chosen to depart from that code, an explanation of the reasons for doing so.

The following information was last reviewed on 17th December 2020.

The Directors have decided to apply the QCA Corporate Governance Code published in April 2018 (QCA Code), which provides that:

The disclosures required under the QCA Code are all set out in (or linked from) this part of the Company’s website.  The Company does not currently intend to include QCA Code disclosures in its annual report and accounts, as it believes it more comprehensible to have them in one location as set out below.  This approach will be kept under review.

The Board considers that the Company’s existing strategy and business model demonstrates its commitment to the QCA Code’s principles underlying delivery of growth and promotion of long-term value for shareholders.  The strategy and business model set out in section 1 below reflect the Company’s approach to the principal risks and challenges that the Company can influence, and recognise those market challenges to which the Company may need to react.

The size of the Company and its shareholder profile has meant that certain of the QCA Code principles have not been the subject of formal procedures.  There is no formal procedure for the Company to obtain feedback from shareholders; the Company is nonetheless receptive to shareholder feedback.  There is no formal evaluation of board performance, but the size of the Company and its internal structures affords sufficient transparency for an informal approach to be taken on these matters.

In relation to the QCA Code, the terms of appointment of the chairman reflect the responsibility to ensure that the principles of corporate governance are adhered to.

The role of the chairman, in addition to that of a non-executive director, is set out in the chairman’s terms of appointment:

James  Dubois

The QCA Code is centred around ten principles identified by the QCA that focus on the pursuit of medium to long-term value for shareholders without stifling entrepreneurial spirit.  Each of these principles is set out below.  The accompanying disclosures set out how the Company complies with these principles and, where relevant, an explanation of the reasons for departing from the QCA Code:

1. Establish a strategy and business model which promote long-term value for shareholders

The Company’s business model and strategy, including key challenges in their execution (and how those challenges will be addressed):

The Company’s business is, through its subsidiaries, to acquire land for development for:  

Strategy and business model

Residential developments

Trafalgar New Homes Limited (TNH) identifies suitable sites, mostly through referrals from estate agents, land consultants, contacts in the property development industry, and personal contacts of Directors.  Having acquired properties, the Company then outsources the design, planning and construction process, almost exclusively on a fixed price basis.  The purpose of this is to protect the Group from design and construction risks arising from cost overruns and delays.

TNH recognises that the price paid for sites drives the profitability of each development, and focuses on buying sites with a view to (a) achieving a 20% margin on gross development value and (b) enhancing the planning status where possible.

Residential developments are financed through a mixture of TNH’s own resources, secured banking loans and loans from individuals, primarily Christopher Johnson.  Subject to valuation, TNH’s bankers usually provide at least 60% of the value of the land, and 60% of the build costs.

Assisted living scheme developments

Trafalgar Retirement + Limited (TR+) identifies suitable sites, approaches the owners and seeks to enter into options to acquire sites, subject to gaining appropriate planning permissions.  The option agreements are entered into for a nominal consideration.  This approach aims to minimise financial and other risks to the Group if market conditions falter or if planning permission is not received. It also acquires options on general residential sites, much as TNH.

Rental properties

Four properties are owned by Selmat Ltd, another subsidiary company, and are let to tenants under normal commercial terms. This is designed to produce rental profits in excess of running costs and interest charges as well as long-term capital growth.

Key challenges and how they are addressed

The key challenges are considered by the Directors to be:

The steps taken to address certain key challenges are described in section 4 below.  A number of the challenges set out above (including for example housing market conditions and availability of land) are outside the control of the Company, and the Company would have to react to such challenges as they arose.

2. Seek to understand and meet shareholder needs and expectations

How the Company seeks to engage with shareholders and how successful this has been; including information on those responsible for shareholder liaison or specification of the point of contact for such matters:

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

How the business model identifies the key resources and relationships on which the business relies:

How the Company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback:

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

How the board has embedded effective risk management in order to execute and deliver strategy; including what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective:

5. Maintain the board as a well-functioning, balanced team led by the chair

The time commitment required from directors (including non-executive as well as part-time executive directors):

The number of meetings of the board (and of any committees) during the year, with the attendance record of each director:

Board meetings

Audit committee meetings

James Dubois


James Dubois


Paul Treadaway


Norman Lott


Norman Lott


6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

James Dubois* is a chartered accountant with c50 years’ experience of public practice, with consultancy experience in a wide range of property-related companies.  He is also a non-executive director on various boards as well as being chairman of two pension trustee boards.

Norman Lott is a chartered accountant and holds non-executive roles in a number of companies, including public companies.

Paul Treadaway has over 40 years experience in private and public sector housing. Previously to Trafalgar he was CEO of a property development Company quoted on AIM. 

Gary Thorneycroft is a Chartered Accountant of 35 years of which 19 years was spent in public practice then latterly as CFO in a wide range of business areas including fintech and the green and renewable energy sector. He brings a broad range of experience in maintaining financial disciplines to the company.  
Directors of subsidiary Trafalgar New Homes Ltd:

Christopher Johnson qualified as a solicitor in 1970, and has more than 40 years’ experience in the residential development business through both private and public companies at board level.  Christopher keeps up to date with market developments through market contacts and research.

Alexander Johnson was an estate agent for 12 years, gaining a detailed knowledge of the property market, and has 14 years’ experience at board level in property companies; he focuses on engagement with building contractors, and on the marketing and sales of completed residential developments.

All the Directors are expected to maintain their professional skills as needed and in accordance with the requirements of their professional institutes.

The Board considers that it requires skills and experience from its executive directors covering all practical aspects of property acquisition, development and sales, and knowledge of the property market, and from its non-executive directors covering accounting, corporate and public company governance, City practice and the property development industry sector.

The Board considers that, as a whole, it has the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of shareholders over the medium to long-term.  The Board is not currently “gender balanced”, but this is not considered material to the strategy of the Company.  Any appointment to the Board would be made with a view to an applicant’s skills and experience regardless of gender, race or physical abilities

Upon appointment to the Board, new directors receive a memorandum on their responsibilities as directors and as directors of a company whose securities are admitted to a trading facility.  They also receive a presentation on the AIM Rules from the Company’s nominated adviser.

During the year ended 31 March 2020, external advice has been sought by the Board from its nominated adviser and lawyers in relation to commercial matters.  The Board has also sought advice from its nominated adviser on a regular basis in relation to the Company’s compliance with the AIM Rules.  During that period, external advice has not been sought by board committees, although the audit committee holds regular discussions and meetings with the auditors as appropriate.

Advice and support is available to the Board on matters of corporate governance from the company secretary.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

High-level explanation of the board performance effectiveness process:

Succession planning:

8. Promote a corporate culture that is based on ethical values and behaviours

How the board ensures that the Company has the means to determine that ethical values and behaviours are recognised and respected:

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

Matters reserved for the board:

the Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.

Evolution of the corporate governance framework:

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining good communication with its major institutional investors and other professional investors, providing them with such information on the Group’s progress as is permitted by the AIM rules, MAR and the requirements of the relevant legislation.

The Board believes that the Company’s Annual Report and Accounts, and its Interim Report published after the half year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects.

The Annual General Meeting is the principal opportunity for private shareholders to meet and discuss the Group’s business with the Directors. There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders.

Results of shareholder meetings and details of votes cast will be publicly announced through RNS and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.

All reports and press releases are published on the Group’s website: and the Company will continue to keep its website up to date and release news flow and operational updates as appropriate.

Under its Social Media Policy, the Company supervises and monitors the dissemination of information to ensure compliance with the Company’s disclosure obligations under the AIM Rules taking into account the use of social media and other forms of electronic communication used by the Company.

The Company will also include a Corporate Governance Report in its Annual Report and Consolidated Financial Statements.

* (James Dubois resigned on 24 March 2023 - see Regulated News Announcement HERE.)