Corporate Board and Governance

The Board

Patrick J. DeSouza, Executive Chairman
Dr. DeSouza is President and Chief Executive Officer of Plain Sight and is a graduate of Columbia College, the Yale Law School and Stanford Graduate School. He has 18 years of operating and advisory leadership experience with both public and private companies in the defence, software/Internet and asset management industries. Over the course of his career, Dr. DeSouza has had significant experience in corporate finance and cross-border mergers and acquisition transactions. He has practised corporate and securities law as a member of the New York and California bars. Dr. DeSouza has also worked at the White House as Director for Inter-American Affairs on the National Security Council. He is the author of Economic Strategy and National Security (2000) and has been a visiting lecturer at Yale Law School.
Michael Reisman, Non-executive Director
Prof. Reisman is a director of Plain Sight and currently serves as Myres S. McDougal Professor of International Law at the Yale Law School, where he has been on the faculty since 1965 and has previously been a visiting professor in Tokyo, Berlin, Basel, Paris, Geneva and Hong Kong. He is a Fellow of the World Academy of Art and Science and a former member of its Executive Council, the President of the Arbitration Tribunal of the Bank for International Settlements, a member of the Advisory Committee on International Law of the Department of State, Vice-Chairman of the Policy Sciences Center, Inc., and a member of the Board of The Foreign Policy Association.
He has published widely in the area of international law and served as arbitrator and counsel in many international cases. He was also President of the Inter-American Commission on Human Rights of the Organization of American States, Vice-President and Honorary Vice-President of the American Society of International Law and Editor-in-Chief of the American Journal of International Law. He has served as arbitrator in the Eritrea/Ethiopia Boundary Dispute and in the Abyei (Sudan) Boundary Dispute.
Stephen Leeb, Non-executive Director
Dr. Leeb has been a director of Plain Sight since 2008 and acts as chairman of Leeb Capital Management, Inc., a registered investment advisory firm based in the New York. In his role as chairman, Dr Leeb guides the company’s investment decisions which are then implemented within the portfolios under the firm’s management.
He is also a member of the advisory boards of a number of private US companies and founded the Leeb Group, a publisher of financial newsletters. Dr Leeb has written seven published books on investments and financial trends.
Dr. Leeb received his bachelor’s degree in Economics from the University of Pennsylvania’s Wharton School of Business and earned his master’s degree in Mathematics and Ph.D. in Psychology from the University of Illinois.
Robert Mitchell, Non-executive Director
Robert graduated from Buckingham University in 1987 with a BSc (Hons) Economics. In 1995 he obtained an MBA from Exeter University. He is a chartered member of the Securities Institute.
After a seven year grounding in smaller company analysis and investment at Framlington Investment Management Robert joined F&C Asset Management plc (formerly ISIS Asset Management plc) in 1995 to help launch The AiM Trust PLC and then assist in its management. He was then responsible for launching and managing The AiM VCT PLC and AiM VCT2 PLC as well as managing The Discovery Trust PLC. Robert has considerable experience of investing in AiM, the UK’s junior market, having been involved in it since its inception and having invested in over 250 companies of which the majority have received primary capital from clients he has managed. In 2005 Robert left F&C along with two colleagues to form the specialist smaller companies investment boutique Bluehone Investors LLP. Robert is a non-executive director of Resources in Insurance Group PLC and a Director of Bluehone Holdings PLC.
David Silverstone, Non-executive Director
David Silverstone, 65, has been involved in water issues since the early 1970’s. He served as Connecticut’s first consumer advocate on utility issues from 1974 to 1977. He then practiced law focusing on utility issues representing water, electric and gas utilities, consumer groups, large consumers and small power producers until 1999. From 1999 to 2000 he was Group Vice-President and Chief Administrative Officer of The Southern Connecticut Gas Company, a local gas distribution company. From 2001 until his retirement in 2008 he was Chief Executive Officer of the South Central Connecticut Regional Water Authority based in New Haven, Connecticut. The Authority has over 400,000 consumers, 1600 miles of pipe, and an annual operating budget of over $75 million . Since his retirement he has been Chairman and Chief Executive Officer of Science Park Development Corporation, a non-profit company charged with the redevelopment of the former Winchester Gun factory in New Haven, a 80 acre site with over 2million sq ft. of space, into a high tech/bioscience mixed use development. Mr. Silverstone graduated from Lehigh University with a B.A, and from Columbia University School of Law with a J.D. He resides in Hartford, Connecticut.

Corporate Governance

The Board supports the principles of good governance set out in The UK Corporate Governance Code (formerly the Combined Code). The Company intends to comply with The UK Corporate Governance Code insofar as is practicable and appropriate for a public company of its size and nature.

In compliance with The UK Corporate Governance Code, the Company has established an audit committee, responsible for ensuring that the financial performance, position and prospects for the Company are properly monitored, controlled and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls, and a remuneration committee, responsible for reviewing the performance of the executive director(s) and determining the level of remuneration and basis of service agreement(s) with due regard for The UK Corporate Governance Code. The Remuneration Committee also determines the payment of any bonuses to the executive director(s) and the grant of options.

Takeovers and Mergers

The Company is subject to The City Code on Takeovers and Mergers.

Board

The Company is run by the Board of Directors, which comprises one executive and four non-executive directors. As the business grows and becomes more complex it is anticipated that the Board will be added to.

The Board meets regularly and is responsible for the Group’s corporate strategy, monitoring financial performance, approval of capital expenditure, treasury and risk management policies. Board papers are sent out to all directors in advance of each Board meeting including management accounts and accompanying reports from those responsible.

Non-executive directors are able to contact the Executive Director at any time for further information.

Board Committees

The Board has established an Audit Committee and a Remuneration Committee with delegated duties and responsibilities.

(a) Audit Committee
David Silverstone, Non-Executive Director, is Chairman of the Audit Committee. The other members of the Committee are Robert Mitchell and Stephen Leeb. The Audit Committee is responsible for ensuring that the financial performance, position and prospects for the Company are properly monitored, controlled and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.
(b) Remuneration Committee
Michael Reisman, Non-Executive Director, is Chairman of the Remuneration Committee. The other members of the Committee are Robert Mitchell and Stephen Leeb. The Remuneration Committee is responsible for reviewing performance of the executive Director and determining the remuneration and basis of service agreement with due regard for the Combined Code. The Remuneration Committee also determines the payment of any bonuses to executive Director and the grant of options.

The Company has adopted and operates a share dealing code for directors and senior employees on the same terms as the Model Code appended to the Listing Rules of the UKLA.

Internal Control

The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve the business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The system of internal financial control comprises those controls established to provide reasonable assurance of:

  • The safeguarding of assets against unauthorised use or disposal; and
  • The maintenance of proper accounting records and the reliability of financial information used within the business and for publication

The key procedures of internal financial control of the Group are as follows:

  • The Board reviews and approves budgets and monitors performance against those budgets on a monthly basis. Variances are fully investigated
  • The Group has clearly defined reporting and authorisation procedures relating to the key financial areas

Relations with Shareholders

The Company is available to hold meetings with its shareholders to discuss objectives and to keep them updated on the Company’s strategy, Board membership and management.