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 15th September 2018.

Board structure

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 regularly and at least four times in each financial year for formal board meetings. 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 and Remuneration Committees with agreed terms of reference which set out the delegated duties and responsibilities.

Audit Committee

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:

  • 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 Mark Warne. John Bradshaw 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.

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 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.