"Market leaders in the design,application and manufacture of heating, cooling and ventilation products."

Documents / Investors

Current constitutional documents

Most recent annual report

Most recent admission document and circulars sent to shareholders

Investors Information - AIM Rule 26

The information contained on, or available via, this page was last updated on 4 August 2010.

A description of the business

The principal activity of the Group during the year was the manufacture and distribution of air conditioning and heating solutions for retail and commercial applications, together with the provision of building maintenance services to hotels and offices.

Names, biographies of the directors & board members responsibilities

Walter K Goldsmith † - Non-executive Chairman Aged 72
Walter Goldsmith joined the Board in May 2007 and was appointed Chairman in March 2010. He is a chartered accountant with substantial board level experience in public and private companies. A considerable part of his career was spent at Black & Decker, the global manufacturer and marketer of power tools, where he was latterly Corporate Vice President and responsible for launching Black & Decker into 22 countries. He was subsequently Group Planning and Marketing Director at Forte Plc, the hotel group and Director General of the Institute of Directors for five years. Walter is currently chairman or director of a number of other public and private companies. He supplies his services to the Company pursuant to a letter of appointment.

James W Lugg † - CEO Aged 49
James Lugg joined the Board in January 2006 and was appointed CEO in April 2006. He is a serial entrepreneur and turnaround specialist. James was instrumental in re-focusing the Group back to its core Diffusion Heating and Cooling business and for its subsequent expansion into commercial property building maintenance. James is also a non-executive director of a number of other private companies. He supplies his services to the Company pursuant to a letter of appointment.

Leigh A Stimpson † - Executive Director Aged 50
Leigh Stimpson joined the Board on 23 February 2010. He has been an executive with Diffusion since 1992 and managing director for the last 14 years. Leigh is a seasoned HVAC industry professional, with extensive marketing skills and product knowledge of the sector. Leigh re-joined Diffusion’s executive management on a full time basis in 2006 and was responsible for the day to day turnaround since then. He is employed by Diffusion’s operating company, ET Environmental Limited, under a letter of appointment dated April 2006.

† Members of the Audit and Remuneration Committees.

Details of committees of the board of directors and their responsibilities

So far as is possible, given the Group’s size and the constitution of the Board, the Directors comply with the principles of best practice as set out in the Combined Code on Corporate Governance.

The Board has appointed an Audit Committee, consisting of Walter Goldsmith (Committee Chairman), James Lugg and Leigh Stimpson. This Committee meets at least twice annually and is responsible for ensuring that the financial performance of the Group is properly reported and monitored and for meeting the auditors and reviewing their reports in relation to the accounts and internal control systems.

The Audit Committee reviews the services provided by the external auditors at least on an annual basis. This review includes consideration of the confirmation of independence which the external auditors provide to the Company on an annual basis and of the services which they provide to the Group, in order to ensure that their independence is not compromised.

The Board has appointed a Remuneration Committee, which consists of Walter Goldsmith (Committee Chairman), James Lugg and Leigh Stimpson. The Remuneration Committee is responsible for reviewing the performance of the executive directors within the Group and for setting the scale and structure of their remuneration and the basis of their service contracts. The Remuneration Committee also determines the allocation of share options to employees. Given the size of the Company, the Remuneration Committee will also act as the Nomination Committee responsible for considering and recommending to the Board changes in the Board’s composition and membership.