1. Purpose
This policy defines the roles, responsibilities, and limitations of the leadership team at Braier Group, especially in cases where team members reside outside the United Kingdom. It confirms that Braier Group’s strategic, financial, and commercial management is exercised exclusively from the UK and ensures the company does not create a taxable presence or permanent establishment in any foreign jurisdiction.
2. Corporate Structure and Control
Braier Group operates a dual-class share structure:
– A shares are held by the two company founders and carry full voting and decision-making rights.
– B shares, held by members of the wider leadership team, are non-voting and entitle holders to profit participation only.
The leadership team currently consists of:
– Managing Director (UK)
– Operations Director (currently based in Germany)
– Creative Director (UK)
– Company Secretary (UK)
Certain members of the leadership team may be recorded as Persons with Significant Control (PSC) at Companies House due to their shareholding. This status reflects ownership and voting rights only and does not confer independent strategic or managerial control over company operations or its place of management.
3. Place of Effective Management
All strategic, commercial, and financial decisions are made and authorised from within the United Kingdom. The company’s effective management remains firmly UK-based, and the physical location of any leadership team member outside the UK is incidental to their role. Any individual residing abroad does not have authority to independently exercise control that would shift the company’s tax residency or create a taxable presence outside the UK.
4. Role and Authority of Leadership Team Members
Leadership team members who are not located in the UK operate under the direction of the UK-based team and do not make independent strategic or commercial decisions on behalf of the company. Their responsibilities may include operational oversight, delivery support, or administrative functions, but do not extend to autonomous authority over financial or contractual matters.
5. Contractual Authority
No leadership team member based outside the UK is authorised to negotiate, approve, or sign contracts on behalf of Braier Group.
Limited Exception (Tightly Controlled):
A non-UK-based leadership team member may sign a contract only where:
– The contract is non-commercial in nature (e.g. administrative services, travel arrangements),
– The value does not exceed £5,000 (or equivalent),
– The contract is pre-approved in writing by the UK-based Managing Director.
All such contracts must be signed:
– While the individual is physically present in the UK, or
– Electronically, with documented UK-based authorisation and audit logging.
6. No Foreign Business Presence
Braier Group has no branches, offices, or fixed places of business outside the UK. Any home office or workspace used by a leadership team member outside the UK is a personal facility, not made available to the company, and must not be used for external meetings or public representation. No leadership team member may act in a way that implies the company maintains a business presence or management function in another country.
7. Review and Compliance
This policy shall be reviewed annually or upon any material change in operations, team location, or international tax exposure. Any exceptions or amendments require formal approval by the UK-based Managing Director.