Governance & oversight

The Board of IXICO plc has adopted the Quoted Companies Alliance Corporate Governance Code (Code).

The Code comprises ten broad principles, which we have used to explain our application of the principles of the Code and our corporate governance arrangements.

We have provided a statement setting out in broad terms how we comply with the Code and will provide annual updates to this statement. You can read our statement of compliance with the Quoted Companies Alliance (QCA) Corporate Governance Code here: IXICO plc QCA statement (pdf - opens in new window).

The code was last updated on 19th August 2024.

Board structure

The Board is responsible to shareholders for the proper management of the Group.

The Board comprises the Non-Executive Chair, two Executive Directors and two Non-Executive Directors, one of which acts as Senior Independent Director.

The Board is chaired by Mark Warne. Mark, Kate Rogers and Dipti Amin are considered to be independent of the Executive Directors and free from any relationship which could materially affect the exercise of their independent judgement. Non-Executive Directors receive a fee for their services. 

The Board meets formally (either face to face or via video conference) not fewer than four times per year in addition to the annual strategy day. The Board has agreed terms that are reserved for its consideration including the Group’s strategy, budgets, financial reporting, and internal controls, together with the monitoring of the progress to achieve its goals.

Board Committees

The Board has established Audit, Remuneration and Share Transaction Committees with agreed terms of reference which set out the delegated duties and responsibilities.

Audit Committee

The Audit Committee is chaired by Kate Rogers. Dipti Amin is a member of the Committee.

The terms of reference of the Audit Committee include the following responsibilities:

• Monitoring the integrity of the Group’s financial statements
• Application of accounting policies
• Reviewing the effectiveness of the Group’s internal control and risk management systems
• Oversight of the Group’s external auditors.

Remuneration Committee

The Remuneration Committee is chaired by Dipti Amin. Kate Rogers is a member of the Committee. The terms of reference of the Remuneration Committee include the following responsibilities:

• Determine and agree with the Board the framework or broad policy for the remuneration of the Executive Directors and other such members of the executive management as it is designated to consider
• Approve the design of, and determine targets for, any performance-related pay schemes and approve the total annual payments made under such schemes
• Approve all long term incentive scheme structures and option schemes
• Approve all option grants prior to ratification by the Board
• Determine the base salary, performance related remuneration package of each Executive Director including, where appropriate, bonus and share options.

Share Transaction Committee

The Share Transaction Committee is chaired by Dipti Amin. Grant Nash is a member of the Committee. The terms of reference of the Share Transaction Committee include the following responsibilities:

• Approve the exercise of options by option holders of the Group and the issuance of shares in connection with such exercises
• Review, consider and approve the request to transact shares by employees or other individuals closely related to the Group (and all ancillary matters) in accordance with the relevant policies of the Group, applicable law and any directions of the Group’s nominated adviser and broker.

Risk management and control

The Board has responsibility for the oversight of the Group’s operations ensuring:

• Competent and prudent management
• Sound planning
• Adequate system of internal control
• Adequate and accurate accounting records
• Compliance with statutory and regulatory obligations.

The Group’s internal controls are designed to manage business risk and provide reasonable but not absolute assurance against material misstatement of loss. The Board reviews the effectiveness of the Group’s systems, policies and procedures through an awareness and consideration of the business risks that could affect the Group.