Governance

Governance Statement

GOVERNANCE STATEMENT FOR EDUCARE LEARNING LIMITED (“the Company”)

The Company is a wholly owned subsidiary of the Tes group of companies with the UK parent company being registered in the UK as Tes Topco Limited (company number: 11727093).  The Company has three directors and no sub-committees and engages a project management team to operate the Company under the direction of the Board of Directors.

The constitutional and governance framework for the Company is embodied in the Company’s Articles of Association.  The Company strives to establish an effective board which is collectively responsible for the long-term success of the Company including the corporate strategy.   The board meets 3 times per year at minimum to discharge its duties.

The Company also adheres to the Sport Code of Governance as monitored by Sport England.

  1. STRATEGY & BUSINESS MODEL

The Company’s strategy is set out alongside the audited 2019/20 Accounts and also include details of the key risks and challenges facing the Company.

  1. EMBEDDING EFFECTIVE RISK MANAGEMENT

The board is responsible for risk oversight and maintains a sound system of internal control to safeguard shareholders’ investment and the Company’s assets.

  1. MAINTAINING A BALANCED AND WELL-FUNCTIONING BOARD

There is a regular dialogue between the board and the shareholders based on a mutual understanding of objectives.

 

The composition and operation of the board is described in 2019 Annual Report and Accounts and biographical details of the board are listed on www.educare.co.uk

It is the intention of the board to diversify its composition in due course.

  1. HAVING APPROPRIATE EXPERIENCE, SKILLS AND CAPABILITIES ON THE BOARD

The board has significant and appropriate levels of experience, skill and capabilities given the nature and size of the Company and each member is responsible for ensuring their continuing professional development to maintain their effective skills and knowledge.

  1. EVALUATING BOARD PERFORMANCE

The Company forms part of a larger group of companies and the evaluation and performance of the directors of the Company and the effectiveness assessment is monitored at group level.

  1. ETHICAL VALUES & BEHAVIOURS

The board leads by example with respect to promoting a healthy corporate culture and ensuringthat ethical values and behaviours are embedded in the business. Employment policies adopted by the Company, such as its whistleblowing and anti-bribery policies assist in embedding a culture of ethical behaviour.

The Board

Rod Williams

Rod Williams | Chairman

Rod Williams, Chief Executive Officer, leads the overall operations of Tes Global Ltd, including setting the strategy and direction for the business. Rod’s role includes ensuring the investors objectives are met, through overseeing the implementation of the company strategy, taking highlyvalued products and services to market, to service the needs of the Tes customer community, ensuring the sustainability of the business for the long term.

Responsibilities

  • Provide leadership and direction to the global Tes business
  • Develop the company’s culture, values and company vision
  • Develop and implement a strategy for the business to meet both its short-term and longterm needs and objectives
  • Advance employee engagement through developing a high performing leadership team
  • Oversee all operations and activities to ensure they produce the desired results and are consistent with the overall strategy and vision for the business
  • Ensure all investment decisions are backed by strong business cases, to ensure the advancement and sustainability of the business
  • Enforce adherence to legal guidelines and in-house policies to maintain both the legal requirements and ethics for the business
  • Build relationships with key partners and stakeholders of the business

 

Rod Williams

Jon Romer-Lee | Director

Jon Romer-Lee, Director of Strategy & Corporate Development, is responsible for defining and developing Tes’ future direction to maximise both shareholder value and business success. He is also accountable for identifying and acquiring businesses - supporting Tes’ future plans by joining the Tes portfolio.

Responsibilities

  • Identify opportunity areas for M&A, based on fit with Tes direction and market suitability
  • Build relationships with key brokers, founders and business owners
  • Manage acquisition processes from origination to completion
  • Provide leadership and insight on Tes’ strategy – keeping the business focused on its priorities
  • Communicating strategy and acquisition rationale to wider company and third parties
  • Company and investor-wide stakeholder management to ensure business opportunities are correctly acted upon and implemented
  • Manage team and external advisor relationships for due diligence etc.
  • Manage any exit process
 

Rod Williams

Paul Simpson | Director

Paul Simpson, Chief Financial Officer is accountable for the financial, administrative and risk management operations of Tes Global Ltd. He has primary responsibility for planning, implementing, managing and controlling all finance related activities including the development of financial and operational strategies.

Responsibilities

  • Drive the company’s financial planning
  • Perform risk management by analysing the organisation’s liabilities and investments.
  • Decide on investment strategies by considering cash and liquidity risks
  • Control and evaluate the organisation’s fundraising plans and capital structure
  • Ensure cash flow is appropriate for the organisation’s operations
  • Supervise all finance personnel (controllers, treasurers etc.)
  • Manage vendor relationships
  • Prepare reliable current and forecasting reports
  • Set up and oversee the company’s finance IT system
  • Ensure compliance with the law and company’s policies
 

Accounts

Click here to view a PDF containing the latest accounts.

Click here to view a PDF containing the Grant Audit.

 

Project Overview - Safeguarding Code in Martial Arts

www.safeguardingcode.com

 The Safeguarding Code in Martial Arts recognises clubs or providers in England who have demonstrated that they have reached and maintained good safeguarding standards. It is funded by the National Lottery and was launched by the Sports Minister in early 2018.

EduCare (part of Tes) has managed this project since its inception.

We encourage Governing Bodies, associations, organisations, and franchisers to register interest and support the Code and activity deliverers can work towards attaining recognition along with clubs and individual instructors, coaches and teachers outside of a club structure.

The scheme empowers parents/carers and educational establishments to make informed decisions when selecting a club or provider for their child/children, young people or adults in their care.

The Safeguarding Code has been developed through close consultation between Sport England, representatives from martial arts governing bodies and those with years of expertise in safeguarding. Support was also provided by the Child Protection in Sport Unit, the Ann Craft Trust and NWG Network.

To date, we have successfully processed and retained 600 martial arts clubs and offer a choice of over 900 venues on our map for parents to choose from. These clubs represent over 63,000 children and young people taking part in martial arts in an environment that has demonstrated good safeguarding standards.

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