This website is owned by ClearStar, Inc. and this AIM Rule 26 disclosure was last updated on 6 December 2018.

ClearStar, Inc. is an Exempted Company incorporated in the Cayman Islands with Limited Liability with effect from the 23rd day of April 2014 (“ClearStar” and Company”). The Company registration number is 287331.

The information given below is being disclosed in accordance with AIM Rule 26 and the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’):

Business Description

ClearStar is a technology and service provider to the background check industry, supporting background screening companies, employers and employees with their recruitment and employment application decisions. ClearStar provides mainly employment intelligence to its clients through a suite of IT applications for day-to-day use in their business. Employment intelligence aims to improve business insight to support better recruitment and other decisions affecting employees generally, by increasing the quality, reliability and visibility of information available to management.

The IT suite consists of a collection of applications that utilizes data from over 3, 000 sources ranging from résumés to records with local authorities. ClearStar’s primary business involves searching the relevant source of data for specific employment intelligence information based on clients’ bespoke requirements for its employment applicants. ClearStar extracts the required input and this information is then processed, allowing the client to make a swift decision in respect of the relevant applicant, thereby minimizing bottlenecks in the hiring process.

Board of Directors

The Board consists of two non-executive Directors with relevant experience to complement the three executive Directors and to provide an independent view to the executive Directors. The non-executive Directors are Barney Quinn (Chairman) and André Schnabl. The three executive Directors are Robert J. Vale, Jr. (Chief Executive Officer), Kenneth W. Dawson, Jr. (Chief Information and Security Officer) and David A. Pattillo (Chief Financial Officer). The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions.

All Board Members were re-elected at the Company’s last Annual Meeting held on 22 May 2018. Board member biographies can be found below.

Barney Quinn, Non-executive Chairman

Barney has significant experience in the global application software and cloud markets. He was the CEO of then AIM-listed Workplace Systems International plc and then latterly a non-executive director at the company. For many years Barney was an executive board director of the publicly-quoted Sherwood International plc and has also been a non-director with two other listed software companies, SSP Holdings plc and Raft International plc. Barney is currently a non-executive director of AIM-listed Rosslyn Data Technologies plc. He is also involved in privately-held businesses, including as non-executive Chairman of Arkivum Limited and Oxehealth Limited, a non-executive director of Concirrus Limited and a founder of Gotus Limited, which provides an advisory service to a number of technology companies. Previously, he was non-executive chairman at Becrypt, an encryption software specialist, for seven years.

Robert Vale, Chief Executive Officer

Robert is Chief Executive Officer of ClearStar, which he founded in partnership with Ken Dawson and William White in 1995. Prior to forming ClearStar, he was the Manager of Loss Prevention Technical Support for United Parcel Service (UPS). This group was responsible for all loss prevention, risk mitigation and security-related system designs, development, implementation and 24/7 management of systems for UPS worldwide. During his tenure, he worked with the Aerospace Testing Alliance to assist in developing security guidelines for UPS’ airline.

A founding member of the National Association of Professional Background Screeners (NAPBS), Robert is often called upon to deliver keynote presentations on the subject of large-scale systems management, technology trends and personal information security. Robert has been a guest instructor at the Federal Law Enforcement Training Centre and has published numerous articles for security trade journals. He has been a member of ASIS International, the preeminent organisation for security professionals, since 1987.

Robert holds a Bachelor of Science degree from the State University of New York, Plattsburgh, and served six years in the United States Air Force as Security Police – Security Specialist.

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Ken Dawson, Chief Information Officer

Ken is a founding member of ClearStar, who has diversified experience in data management, architecture and security or realtime, analytical technology solutions. Ken currently serves as its Chief Information & Security Officer. In this role, Ken is responsible for evaluating, designing and implementing background check technology solutions that combine information from disparate information sources in varied data formats into cohesive, consistent and richly formatted reports.

Prior to forming ClearStar in 1995, Ken developed enterprise systems for United Parcel Service (UPS) and Kaiser Permanente. Ken began his career in software development and content delivery in 1990 while working as an intern for Conatec, Inc., an aerospace engineering firm.

Ken is a certified information systems professional and studied Aerospace Engineering at the University of Maryland.

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David Pattillo, Chief Financial Officer

David is Chief Financial Officer of ClearStar. In this role he provides leadership and direction in all areas of fi nance and accounting, including financial planning and forecasting, and accessing capital to fund growth. Additionally, he is responsible for establishing and maintaining the accounting controls and processes to mitigate financial risk and ensure timely financial reporting.

David has an accomplished career in leading companies through high growth expansion, both domestically and internationally. Prior to ClearStar, David was the CFO of MyCelx Technologies Corporation which he led through an IPO on AIM in 2011. Prior to that, David was CFO of Harry’s Farmers Market, a company which he helped guide from start-up through an IPO on NASDAQ. David has public company reporting experience as CFO of both MyCelx Technologies Corporation and Harry’s Farmers Market. Currently, David serves on the Board of Directors of Endava (NYSE: DAVA), an UK-based IT services company.

David has valuable board experience as he has been an executive board member of both private and public companies. David holds a Bachelor of Science degree from Clemson University and an MBA from the University of Georgia.

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André Schnabl, Non-Executive Director

André retired in 2012 as Managing Partner of the Atlanta office of Grant Thornton, LLP. Prior to assuming the Managing Partner role, André led the Technology Industry Practice, which focused on serving the needs of software, medical device and telecommunications clients. Throughout his career, André has excelled at linking people, vision, strategies and diligent execution to drive sustainable revenue growth and a highly productive corporate culture. During his tenure as the leader of the Atlanta office, André drove the formulation and execution of a strategy that achieved three-fold revenue growth.

Seeking ways to influence excellence among audit committee chairs and members, in 2012 André launched the ‘‘Grant Thornton Peer 2 Peer Audit Committee Forum’’. In partnership with Kennesaw State University’s ‘‘Center of Corporate Governance’’, the Forum is designed specifically to give audit committee members an effective way to stay current on the many regulatory, risk, and business issues affecting their roles as audit committee members and the companies on whose boards they serve.

André has served on numerous corporate and not-for-profit boards.

Corporate Governance

The Directors recognize the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.

Barney Quinn, Non-executive Chairman

PRINCIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

QCA Code PrincipleApplication (as set out by QCA)What We Do and Why
1. Establish a strategy and business model which promote long-term value for shareholdersThe board must be able to express a shared view of the company’s purpose, business model, and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.ClearStar’s strategy is explained in the Long Term Growth section below.
2. Seek to understand and meet shareholder needs and expectationsDirectors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
ClearStar encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.

The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Where voting decisions are not in line with the company’s expectations, the Board will engage with those shareholders to understand and address any issues. The CFO and Secretary/General Counsel are the main points of contact for such matters.

For more details, please see the Relations with Shareholders and the Company’s Stakeholders' Needs, Interests, and Expectations sections below.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term successLong-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The board needs to identify the company’s stakeholders and understand their needs, interests, and expectations.

Where matters that relate to the Company’s impact on society, the communities within which the Company operates, or the environment have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider, and act on feedback from all stakeholder groups.
ClearStar encourages feedback from its Employees through town hall meetings, surveys, and exit interviews. It also encourages feedback from customers through their account representatives, the Company’s COO, General Counsel, or business Segment Leaders, and also through social media such as Facebook, LinkedIn, and Twitter.

For more details, please see the Relations with Shareholders and the Company’s Stakeholders' Needs, Interests, and Expectations sections below.
4. Embed effective risk management, considering both opportunities and threats, throughout the organization The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
The Board considers risk to the business at every Board meeting (at least 6 meetings are held each year) and the risk register is updated at each meeting. The Company formally reviews and documents the principal risks to the business at least annually.

Both the Board and senior management are responsible for reviewing and evaluating risk, and senior management meet monthly to review ongoing trading performance and to discuss budgets, forecasts, and new risks associated with ongoing trading.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code PrincipleApplication (as set out by QCA)What We Do and Why
5. Maintain the board as a well-functioning, balanced team led by the chairThe board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high-quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfill their roles.
The Company is controlled by the Board of Directors. Barney Quinn, the Non-executive Chairman, is responsible for the running of the Board and Robert Vale, the Chief Executive Officer, has executive responsibility for running the Company’s business and strategy.

All Directors receive regular and timely information regarding the operational and financial performance of the Company. Relevant information is circulated to the Directors in advance of Board meetings. All Directors have direct access to the advice and services of the Company Secretary & General Counsel and are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

The Board comprises three Executive Directors and two Non-Executive Directors. The Board considers that all Non- executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.

The Board has a formal schedule of matters reserved to it and is supported by the Audit Committee, Remuneration Committee, Nomination Committee, and AIM Compliance and Corporate Governance Committee. For more details, please see the Board of Directors section above.
6. Ensure that, between them, the directors have the necessary up-to-date experience, skills, and capabilitiesThe board must have an appropriate balance of sector, financial, and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered, the search for candidates is conducted and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. The Nomination Committee also considers succession planning.

At the present time, the Board does not undertake a formal evaluation of its performance, as this is constantly under review, given its size.

The Company Secretary supports the Chairman in addressing the training and development needs of Directors.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvementThe board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
At the present time, the Board does not undertake a formal evaluation of its performance, as this is constantly under review, given its size.

All continuing Directors stand for re-election on an annual basis or until their successors are duly elected or appointed.
8. Promote a corporate culture that is based on ethical values and behavioursThe board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website, and any other statements issued by the company.
Please see the Company’s Stakeholders' Needs, Interests. and Expectations section below.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the boardThe company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

• size and complexity; and
• capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy, and business model to reflect the development of the company.
Please see details in the following sections:

• Board Committees
• Directors' Responsibilities
• Independent Auditors
• Internal Control
• Annual Accounts
• RNS
• Company’s Stakeholders' Needs, Interests, and Expectations

BUILD TRUST

QCA Code PrincipleApplication (as set out by QCA)What We Do and Why
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:

• the communication of shareholders’ views to the board; and
• the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).
The Company encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman talks regularly with the Company’s major shareholders and ensures that their views are communicated fully to the Board.

The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

For more details, please see the Relations with Shareholders and the Company’s Stakeholders' Needs, Interests, and Expectations sections below.

Board Committees

The Directors recognize the importance of sound corporate governance and decided to follow the Quoted Company Alliance’s Corporate Governance Code for Small and Mid-Size Quoted Companies. The Board has established an Audit Committee, a Remuneration Committee, a Nominations Committee and an AIM Compliance and Corporate Governance Committee, with formally delegated duties and responsibilities as described in the links below.

To find out more about each committee, please click the links below:

Audit Committee

The Audit Committee is responsible for monitoring the integrity of the Company’s consolidated financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing to the scope of the audit and reviewing the audit findings). The Audit Committee continues to monitor the need for an internal audit department following Admission. The Audit Committee is comprised of André Schnabl, who acts as Chairman, and Barney Quinn. The Audit Committee met 2 times so far in in 2018. All Members attended the meeting(s) in 2018. The Audit Committee also meets regularly with the Company’s external auditors. Members of the Audit Committee were re-appointed to a 3 year term at the July 9th, 2018 Board of Directors’ Meeting.

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board regarding the framework for the remuneration of the Chairman, the Board Members and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the Chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration. The Remuneration Committee is also responsible for issuing awards of relevant shares and options to purchase Ordinary Shares of the Company under the Company’s 2014 Share Option and Incentive Plan. The Remuneration Committee is comprised of André Schnabl, who acts as Chairman, and Barney Quinn. The Remuneration Committee met 1 time so far in in 2018. All Members attended the meeting(s) in 2018 so far. Members of the Remuneration Committee were re-appointed to a 3 year term at the July 9th, 2018 Board of Directors’ Meeting.

Nominations Committee

The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee also arranges for evaluation of the Board. The Nominations Committee is comprised of Barney Quinn, who acts as Chairman, and André Schnabl. The Nominations Committee met 1 time so far in in 2018. All Members attended the meeting in 2018. Members of the Nomination Committee were re-appointed to a 3 year term at the July 9th, 2018 Board of Directors’ Meeting.

AIM Compliance and Corporate Governance Committee

The AIM Compliance and Corporate Governance Committee is responsible for ensuring that the Company is complying with the AIM Rules. It also assesses the Company’s corporate governance obligations every year. The AIM Compliance and Corporate Governance Committee is chaired by Robert J. Vale, Jr. and its other members are David A. Pattillo and Kenneth W. Dawson, Jr. It meets as often as is required. The AIM Compliance and Corporate Governance Committee met 1 time so far in in 2018. All Members attended all meeting in 2018. Members of the AIM Compliance and Corporate Governance Committee were re-appointed to a 3 year term at the July 9th, 2018 Board of Directors’ Meeting.

Directors’ Responsibilities

Under the Company’s Memorandum and Articles of Association and The Companies Law of the Cayman Islands, all corporate powers are exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its Board of Directors, subject to any limitations set forth in the Company’s Memorandum and Articles of Association. The Company annually prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). The Directors:

  1. discharge their duties as a Director, including duties as member of a committee, in a manner he or she believes in good faith to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
  2. in discharging their duties, rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
    • One or more officers or employees of the corporation whom the Directors reasonably believe to be reliable and competent in the matters presented; or
    • Legal counsel, public accountants or other persons as to matters the Directors reasonably believe are within the person’s professional or expert competence; or
    • A committee of the Board of Directors of which a Director is not a member if the Director reasonably believes the committee merits confidence.
  3. are not entitled to rely on information, opinions, reports or statements referred to in subsection (2) above if they have knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) above unwarranted.

Independent Auditors

The Audit Committee of the Board of Directors reviews annually the quality and cost effectiveness of the external audit and the independence and objectivity of the Company’s external auditors. The Committee made the recommendation at its last meeting to re-appoint Aprio, LLP (“Aprio”) as auditors to perform the 2018 audit of ClearStar’s Annual Report & Accounts, subject to an acceptable engagement letter from Aprio.

Internal Control

The Board is ultimately responsible for the Company’s system of internal control and reviewing its effectiveness on an ongoing basis. The system is designed to manage rather than eliminate the risk of failure to achieve the Company’s strategic objectives and cannot provide absolute assurance against material misstatement or loss. The key risk management processes and internal control procedures include the following:

  • The involvement of the Executive Directors in day-to-day business
    operations.
  • Clearly defined responsibilities and limits of authority.
  • A system of financial reporting, forecasting and budgeting. Budgets are prepared annually for the business based upon a multi-year strategic plan narrowed to a current year tactical plan to take advantage of current opportunities and address near term risks. Reviews occur through the management structure culminating in a Company budget which is considered and approved by the Board. Company management accounts are prepared monthly and submitted to the Board for review. Variances from budget and prior year are monitored, and the reasons for significant variances are reviewed.
  • An ongoing process for identifying, evaluating and seeking to manage significant risks across the Company.

City Code

ClearStar is not subject to the City Code because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain of the protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to ClearStar. Certain provisions have been inserted into ClearStar’s Articles of Association that adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Ordinary Shares, but there is no assurance that the courts of the Cayman Islands will uphold or allow the enforcement of these provisions.

Country of Incorporation and Main Country of Operation

ClearStar is incorporated in the Cayman Islands and its principal offices and research and development facilities are located in USA. Since ClearStar is not incorporated in the UK, the rights of ClearStar shareholders may be different from the rights of shareholders in a UK incorporated company.

Registered Office:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Advisors

Advisors

Current Constitutional Documents

Amended and Restated Memorandum and Articles of Association

Securities in Issue

ClearStar was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 11 July 2014. The company’s shares are not traded on any other stock exchange.

As at 18 September 2018, the total issued and outstanding number of ordinary shares of US$0.0001 each was 36, 302, 900. As at 18 September 2018, there are no shares held in treasury.

As at 18 September 2018, the percentage of the issued share capital not in public hands is 72.6%.

Share Price

Share Price

Restrictions on Transfer of Shares

ClearStar’s shares are not registered under the US Securities Act of 1933 (“Securities Act”), or any securities laws of any state of the United States. As such, on issue common shares are “restricted securities” as defined in Rule 144 under the Securities Act and may not be resold, pledged or otherwise transferred in the United States without prior registration under the Securities Act and any applicable securities laws of any U.S. State or pursuant to exemptions under the Securities Act and such laws. On issue, common shares will be held in certificated form with an appropriate form of restrictive and subject, in the case of shares subscribed and held by non-affiliates of the Company, to a one year distribution compliance period under Regulation S under the Securities Act. During the distribution compliance period such common shares may only be traded through the delivery of physical certificates outside of the United States in offshore transactions to non-US Persons and otherwise in compliance with the Securities Act and any applicable securities laws of any state of the United States. Common shares subscribed and held by non-affiliates of the company (as detailed under an exemption provided by Rule 144(k) of the Securities Act) will be eligible to have the restrictive legend removed from their certificates representing such shares following the first anniversary of the issue of such shares and, on completion of an appropriate letter of transmittal available from the company for removal of trading restrictions which allows such shares to be settled, by means of Depositary Interests, through the CREST electronic settlement system. A depositary interest facility has therefore been made available that permits trading in underlying shares represented by Depository Interests within the company’s unrestricted line of stock to be settled electronically through CREST rather than by delivery of physical certificates.

Major Shareholders

The total issued and outstanding number of shares is of the Company is 36, 302, 900. The following hold 3% or more of the ordinary share capital of ClearStar:

Shareholder Number of Ordinary Shares Percentage of Issued Ordinary Share Capital
Robert Vale* 11, 306, 000 31.14%
Canaccord Genuity Group, Inc. 5, 347,532 14.73%
Ken Dawson 4, 288, 000 11.81%
William White** 3, 806, 500 10.49%
River & Mercantile Group 3, 512, 500 9.68%
Artemis Investment Management LLP 1, 754, 000 4.83%
David Pattillo 1, 303, 900 3.59%
Paul Hill 1, 161, 202 3.20%

*The interests of Robert Vale include 1, 696, 000 Ordinary Shares held by The Vale Family Trust
**The interests of William White include 1, 320, 000 Ordinary Shares held by his wife

Last update: 6/12/2018

Annual Accounts

Copies of the annual accounts for the Company, and all half yearly reports published since the last annual accounts can be found here.

RNS Announcements

All notifications that the Company has made by RNS can be found here.

Admission Document and Circulars

Admission Document
2015 AGM Circular and Proxy Form
2016 AGM Circular and Direction and Proxy Forms
2017 AGM Circular and Direction and Proxy Forms
2018 AGM Circular and Direction and Proxy Forms

Long Term Growth

ClearStar significantly increased its sales and marketing efforts, with primary focus on direct services. This includes a number of marketing campaigns to raise brand awareness and creating a position of Chief Revenue Officer. ClearStar continues to develop its global service offering, including being fully up-to-date with GDPR compliance. ClearStar also achieved a key milestone with the integration with SAP SuccessFactors® Recruiting, enabling SAP customers to buy solutions directly from ClearStar. This integration enhances ClearStar’s offer and also represents another channel-to-market, particularly for direct services. These measures have significantly enhanced our infrastructure and are establishing the foundations for accelerated growth as the drivers of the business continues to strengthen. The sustained growth in the transient labour force – or ‘gig economy’ – is a key driver for ClearStar’s business as it requires an increased number of background screens as well as benefiting from its on-demand mobile solutions for on-the-spot ID validation. This is supported by businesses increasingly embracing mobile technology to facilitate workforce productivity and security. ClearStar is also well-placed to benefit from the growth of the borderless economy, where workers and employers can look further afield for opportunities and talent, as one of the few companies with the requisite compliance and technology interface to be able to offer comprehensive searches in over 230 countries. At the same time, when looking at our key home market of the US, the deregulation of recreational drug use in an increasing number of States is driving further demand for our medical information services.

ClearStar commenced transitioning towards the virtualisation of its servers, for enhanced speed of delivery and reduced expenses, and, post year end, we achieved a key milestone with all of our US-based applications becoming responsive software design compliant for accessing on a mobile device. ClearStar entered 2018 in a stronger position than the equivalent point of the prior year and with sustained revenue momentum. As the demand increases, the Board continues to look for opportunities to add scale, either organically or through acquisition. This would widen ClearStar’s geographical reach and enhance our ability to bid for larger global contracts for which we already have the required products. Consequently, we would deliver a step-change in our growth.

Relations with Shareholders

Copies of the Annual Report and Consolidated Financial Statements are issued to all shareholders and copies are available on the Company’s website here. The Company also uses its website to provide information to shareholders and other interested parties, subject to applicable restrictions of the United States securities laws. The Chief Financial Officer and Corporate Secretary also deal with shareholder correspondence as and when it arises. At the Company’s Annual Meeting, the Chairman along with the Chief Executive Officer and other Directors are available before and after the meeting for further discussions with shareholders.

They can be reached at:
CFO Email: davidp@clearstar.net
Secretary and General Counsel Email: nicolasd@clearstar.net

Company’s Stakeholders’ Needs, Interests, and Expectations

The Company’s CEO, CFO, and Chairman go on a road show twice a year to meet with shareholders to listen to their concerns and address their expectations.

ClearStar uses a consultative approach with its employees, clients and suppliers. The Company has town hall meetings with its employees, and officers of the Company go to industry associations conventions to meet with its clients on a regular basis. Additionally, ClearStar’s representatives meet with its clients on an as needed basis. ClearStar provides regulatory compliance webinars through the ClearStar’s Academy, industry regulatory compliance news on a monthly basis and the Company’s industry experts provide seminars at the National Association of Professional Background Screeners (“NAPBS”) conventions and other relevant associations.

ClearStar has been re-accredited by NAPBS in 2018 and has now retained accreditation for 6 years. To become accredited, consumer reporting agencies like ClearStar must pass a rigorous onsite audit, conducted by an independent auditing firm, of its policies and procedures as they relate to six critical areas: Consumer Protection, Legal Compliance, Client Education, Product Standards, Service Standards and General Business Practices. The recent re-accreditation will last for five years when ClearStar will have to pass the Interim Surveillance Audit at the three-year checkpoint.

Maintaining NAPBS accreditation means that ClearStar has met the stringent criteria of the Background Screening Agency Accreditation Program (BSAAP) which includes the following areas:

  • Information Security
  • Legal and Compliance
  • Client Education
  • Researcher and Data Standard
  • Verification Services Standards
  • Business Practices

The Company has into place (i) an Anti-Bribery & FCPA Policy, (ii) a Disclosure and Control of Inside Information Policy (iii) Vendor Risk Management Policy (iv)Whistle Blower Policy, and has a Financial Accuracy and Compliance Hotline Process into place that designates individuals appropriate to each type of allegation in order to ensure that each allegation is investigated in an effective and timely manner. Additionally, the Company has an Environmental and Sustainability Program into place.

ClearStar’s mission is to help make the world a safer place through background screening and believes that keeping people safe should extend beyond ClearStar’s clients to those who live and work in ClearStar’s neighborhood. To expand the Company mission, ClearStar created the Community Program with the purpose of donating background screening services to local, non-profit organizations that serve young people. For more information on please click here.

Board Performance Process

At the present time, the Board does not undertake a formal evaluation of its performance, as this is constantly under review given its size.