COMPANY INFORMATION
Turbotec Products, Inc. is engaged in the manufacture of high performance, high quality heat exchangers, fabricated metal components and plumbing flexible connector products serving the heat transfer and plumbing industries. The company markets its products in the United States, Canada and abroad to customers in the space conditioning, refrigeration, biomedical, plumbing, appliance, water heating, aerospace and other industries. All manufacturing and related activities are conducted in the United States.
REGISTERED OFFICE IN UNITED KINGDOM
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
REGISTERED OFFICE IN UNITED STATES
651 Day Hill Road
Windsor, Connecticut 06095
BOARD OF DIRECTORS
Tom Nairn – Non Executive Chairman
Tom Nairn was elected Non-Executive Chairman of the company in June 2006. Mr. Nairn has been a director of both private and listed manufacturing companies for over twenty-five years, with significant experience of overseas markets and international operations. He is an electrical engineer and has been chief executive of Dale Power Systems Limited and Bray Technologies plc. Previously he served as Chairman of Munster Simms Engineering Ltd. and Eurocare Environmental Services Ltd. Since 2001 he has held four Non-Executive roles with private companies.
Robert Lowe- Non Executive Director
Robert Lowe was elected Non-Executive Director of the company in June 2006. Mr. Lowe’s 36 year career has spanned a range of companies principally in the IT sector. Notably he was a director of Micro Focus Group Plc and Superscape PLC being pivotal to the development of both. He has significant international experience and maintains strong business connections. Mr. Lowe’s last executive role was as CEO of Monaco based Cafe Grand Prix Sam from which he retired in 2003. Since that time, he has been Non-Executive Chairman of AIM quoted Infonic Plc and a Non-Executive Director of AIM quoted Delling Group PLC.
Anthony Mirabella- Non Executive Director
Anthony Mirabella holds the degrees of Bachelor of Mechanical Engineering, Stevens Institute of Technology and Master in Business Administration, Western New England College. He was elected a Director of Thermodynetics, Inc. (majority shareholder of Turbotec Products, Plc) in 1985 and served in that capacity until the company’s admission to AIM, whereupon he resigned his position and was elected a Director of Turbotec Products, Plc. Mr. Mirabella was employed by Connecticut Natural Gas Corporation from 1971 to 2000 and last served as a senior vice president of said concern, responsible for the Energy Network, Inc. and its district heating and cooling operations. Mr. Mirabella has provided consulting services to the district heating and cooling industry in the past and may do so in the future.
Sunil Raina- Managing Director
Mr. Raina was appointed managing director of Turbotec Products, Plc and President of Turbotec Products, Inc. in April 2006. Mr. Raina joined Turbotec in 1983 and has held various engineering and operating positions in the company including applications engineer, chief engineer and operations manager. He was appointed Vice President and General Manager in 1995 and held that position until the company’s admission to AIM. Mr. Raina holds a Bachelor of Science in Mechanical Engineering degree from the University of Delhi and a Master of Science in Mechanical Engineering (with specialization in heat transfer) from the University of Akron.
Robert Lieberman- Finance Director
Mr. Lieberman is a certified public accountant. He was appointed finance director of Turbotec Products, Plc upon the company’s admission to AIM in April 2006. Previously, Mr. Lieberman had been Treasurer and Chief Financial Officer of both Thermodynetics, Inc. and Turbotec Products, Inc. since 1992. Upon completion of the Plc’s initial public offering in 2006 he resigned his positions at Thermodynetics. Mr. Lieberman joined Thermodynetics and Turbotec in 1986 and held various senior financial management and corporate positions with both companies until April 2006. Mr. Lieberman received a degree of Bachelor of Science in Accounting and Business Administration from the State University of New York at Buffalo.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND DETAILS OF SUB-COMMITTEES
The Group is controlled and managed by the Board of Directors, which comprises two executive and three non-executive directors. The Non-Executive Chairman, Tom Nairn, is responsible for the running of the Board; Sunil Raina, Chief Executive, is responsible for running the Group’s business and implementing the Group’s strategy as formulated by the Board. The Board is also responsible for other matters including acquisition policy, approval of major capital expenditures and review of financial and operating performance. Each of the non-executive directors is independent of management and contributes to the functioning of the Board, assuring that no one individual or group dominates the Board’s decision making process. The Board has a formal schedule of matters specifically reserved to it and normally meets on a bi-monthly basis.
The Board has established the following committees, each of which is formally delegated duties and responsibilities.
Audit Committee
The Audit Committee is comprised of Robert Lowe, Chairman, and Anthony Mirabella and Tom Nairn, with Robert Lieberman in attendance as required. The Committee meets not less than twice a year and is responsible for ensuring that the financial performance of the Group, including the effectiveness of internal controls, is properly reported on and monitored. The Audit Committee considers the appointment of, and fees payable to, the external auditors and discusses with them the scope of the annual audit. It also reviews the external auditor’s management letter. As part of its duties, the Audit Committee reviews the half-year and annual financial statements for compliance with accounting standards, statutory obligations and the requirements of the AIM rules and Combined Code.
Remuneration Committee
The Remuneration Committee comprises Anthony Mirabella, who acts as Chairman and Robert Lowe and Tom Nairn, with Sunil Raina in attendance as required. The Committee meets at least annually and is responsible for determining and reviewing the Group’s policy on executive remuneration. Executive remuneration packages are designed to ensure that the Group’s senior executives are fairly rewarded for their individual contributions to the Group. In addition, the Committee administers the operation of the Share Option Schemes established by the Group. The members of the Committee have no personal interest in the outcome of their decisions and seek to serve the best interests of the shareholders to ensure the continuing success of the Group. The remuneration of the non-executive directors is determined by the full Board, excluding the non-executive director under consideration.
Nominations Committee
The Nominations Committee comprises Tom Nairn and Anthony Mirabella. The Committee meets as required and is responsible for proposing prospective new members to the Board.
COMPANY ADVISORS
NOMINATED ADVISOR
Corporate Finance Evolution Securities Limited Kings House
1 King Street
Leeds
West Yorkshire
LS1 2HH
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BROKER
Evolution Securities Limited
100 Wood Street
London
EC2V 7AN |
AUDITORS
BDO Stoy Hayward LLP
Chartered Accountants
1 City Square
Leeds LS1 2DP |
LEGAL ADVISORS
Cobbetts LLP
No 1 Whitehall Riverside
Leeds LS1 48N |
REGISTRAR AND TRANSFER AGENT
Capital Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU |
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