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 1st October 2020.
The Board is responsible to shareholders for the proper management of the Group.
The Board comprises the Non-Executive Chairman, two Executive Directors and two Non-Executive Directors, one of which acts as Senior Independent Director.
The Board is chaired by Charles Spicer who, together with John Bradshaw and Mark Warne, is 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 videoconference) 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.
The Board has established Audit, Remuneration and Share Transaction Committees with agreed terms of reference which set out the delegated duties and responsibilities.
The Audit Committee is chaired by John Bradshaw. Mark Warne is a member of the Committee.
The terms of reference of the Audit Committee include the following responsibilities:
The Remuneration Committee is chaired by Mark Warne. John Bradshaw is a member of the Committee. The terms of reference of the Remuneration Committee include the following responsibilities:
Share Transaction Committee
The Share Transaction Committee is chaired by Mark Warne. Grant Nash is a member of the Committee. The terms of reference of the Share Transaction Committee include the following responsibilities:
Risk management and control
The Board has responsibility for the oversight of the Group’s operations ensuring:
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.