The Directors support high standards of corporate governance.
The Board meets regularly throughout the year and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively.
Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings.
The Directors have established financial controls and reporting procedures which are considered appropriate given the current size and structure of the Group. These controls are regularly reviewed in the light of the ongoing growth and development of the Group and are adjusted as required.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Company's shares are listed on the AIM market of the London Stock Exchange.
The Company is subject to the AIM Rules for Companies and, consequently, is not required to comply with the corporate governance provisions within the UK Corporate Governance Code (the "Code"). The Board acknowledges that whilst it does not currently fully comply with the Code, it does support the principles of good governance and it aims to comply with the Code to the extent the Board considers it appropriate taking into account the Company's size and stage of development. The Directors continue to review the optimum Board structure for Ideagen and will look to further strengthen the Non-Executive respresentation as appropriate.
The Corporate Governance Code provides that the board of directors of a public company should include a balance of executive and non-executive directors, with independent non-executive directors comprising at least one-half of the board (excluding the Chairman). The Corporate Governance Code states that the board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment.
The Board is comprised of 7 directors consisting of 4 Executive Directors and 3 Non-Executive Directors which it believes is appropriate at this stage of its development. The Board considers that Alan Carroll and Tony Rodriguez can be considered as independent within the meaning of the Corporate Governance Code but that Jonathan Wearing cannot be considered as independent within the meaning of the Corporate Governance Code due to the size of his shareholding in the Company. The Board has appointed Alan Carroll as the senior independent Non-Executive Director.
COMMITTEES OF THE DIRECTORS
The Directors have formed, and have adopted terms of reference for an audit committee and a remuneration committee. The Company does not currently have a Nominations Committee.
The audit committee comprises Alan Carroll and Tony Rodriguez and is chaired by Alan Carroll. It is required to meet not less than twice each year. The audit committee receives and reviews reports from management and from the Company’s auditors relating to the annual accounts and to the internal control procedures in use throughout the Group. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules for Companies. The ultimate responsibility for reviewing and approving the annual report and accounts and the interim reports remains with the Board.
The remuneration committee comprises Alan Carroll and Tony Rodriguez and is chaired by Alan Carroll. It is required to meet not less than twice a year. It is responsible for considering and reviewing the terms and conditions of service (including remuneration) of executive directors and senior employees and the design and operation of the Company's share option schemes and making appropriate recommendations to the Board.
The Board of Ideagen plc takes its Corporate and social responsibilities very seriously as it endeavours to serve the interests of its shareholders while ensuring that it maintains the highest levels of integrity, honesty and professionalism in the way it develops and nurtures its employees and conducts its business with its customers, trading partners and other stakeholders.
The Board leads by example and ensures that the highest possible standards are extended across every aspect of the business, from how we trade to how we develop, deliver and support our products and services. The company is also attuned to its ever-rising obligations for caring for the environmental and social impact of its operations and is continually looking to improve its policies and procedures to reduce the impact of its environmental footprint.
The Board monitors a number of key performance indicators around its governance and compliance initiatives and obligations with regard to: -
- Shareholder value
- Customer service and retention
- Employee development and retention
- Engagement with local businesses and services
- Efficient use of energy and resources