Board of Directors
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Country of incorporation and main country of operation
- Corporate governance statement
The Group is committed to high standards of corporate governance. It has adopted procedures to institute good governance insofar as it is practical and appropriate for an organisation of its size and nature, notwithstanding the fact that companies that have securities traded on the Alternative Investment Market (AIM) are not required to comply with the UK Corporate Governance Code as appended to the Listing Rules issued by the Financial Conduct Authority. As the Group grows, it will regularly review the extent of its corporate governance practices and procedures. At its current stage of development, the parent company does not consider it appropriate to be fully compliant with the UK Corporate Governance Code. Details of current Corporate Governance arrangements can be found in the links below.
- Board of Directors
Board meetings are scheduled to take place every quarter, with additional meetings to review and approve significant transactions. There were fourteen meetings in the year to 31 December 2016. The Board is provided with Board papers before each Board meeting. The Company Secretary’s services are available to all members of the Board. If required, the Directors are entitled to take independent advice and if the Board is informed in advance, the Group will reimburse the cost of the advice. The appointment and removal of the Company Secretary is a decision for the Board as a whole.Non-Executive Directors are appointed on a contract with a three or six month notice period and the Executive Directors are appointed on a contract with a six month notice period. All Directors, with the exception of Martyn Rose, whilst he controls more than 15% of the voting rights, are subject to re-election. Each year, one third of the Directors are subject to re-election by rotation. The Group does not combine the role of Chairman and Chief Executive. New Directors are subject to re-election at the first AGM after their appointment.
- Relations with shareholders
The Group gives high priority to its communication with shareholders. This is achieved through the Group’s website, correspondence and extensive corporate information. In addition, the Group visits its main institutional investors on an ongoing basis and makes available to all shareholders, free of charge, its Interim and Annual Reports online, from the Group’s head office or via the Financial Times Annual Report Service. At the AGM the shareholders are given the opportunity to question members of the Board. The notice of the AGM is sent to shareholders at least 21 days before the meeting.
- Internal controls
The Board of Directors acknowledges its responsibility for the Group’s system of risk management and internal control, including suitable monitoring procedures. There are inherent limitations in any system of risk management and internal control and accordingly even the most effective system can provide only reasonable, and not absolute, assurance with respect to the preparation of financial information and the safeguarding of assets.The Group’s control environment is the responsibility of the Group’s Directors and managers at all levels. The Group’s organisational structure has clear lines of responsibility. Operating and financial responsibility for business units is delegated to the operational management, including key risk assessment. Investment policy, acquisition and disposal proposals and major capital expenditure are authorised and monitored by the Board. The Group operates a comprehensive budgeting and financial reporting system and, as a matter of routine, compares actual results with budgets, which are approved by the Board of Directors. Management accounts are prepared for the Group on a monthly basis. Material variances from budget are thoroughly investigated. In addition updated forecasts are prepared monthly, to reflect actual performance and the revised outlook for the year.The Board considered the usefulness of establishing an internal audit function and decided in view of the size of the Group, it was not cost effective to establish. This will be kept under review.
- Functioning reporting and risk management
The Directors and management have considered the risks facing the business and these are assessed on an ongoing basis. Other risks which come under the direct control of the Directors include treasury management, capital expenditure, insurance, health and safety and regulatory compliance. Risk assessment includes the review of potential mitigations.
- Remuneration Committee
The Remuneration Committee is composed of three Non-Executive Directors: M C Rose (Chairman), N Kirton and M A Rowse. It is responsible for the terms and conditions and remuneration of the Executive Directors and senior management. The Remuneration Committee may consult external agencies when ascertaining market salaries. The Chairman of the Remuneration Committee will be available at the AGM to answer any shareholder questions.
- Audit Committee
The Audit Committee is comprised of two Non-Executive Directors: M C Rose (Chairman) and M A Rowse. It monitors the adequacy of the Group’s internal controls and provides the opportunity for the external auditor to communicate directly with the Non-Executive Directors. The Audit Committee also ensures that the external auditor is independent via the segregation of audit related work from other accounting functions and non audit related services provided, and measures applicable fees with similar auditors.
On 31 March, 2016, the Company announced its preliminary results for the year ended 31 December 2015. A copy of the Annual Report (where requested), the Notice of AGM and proxy were posted to shareholders on 4 April 2016. These documents can be viewed below:
• Notice of Annual General Meeting (31 March 2016, view PDF)
• Proxy Form (31 March, 2016, view PDF)
The AGM was held on 10 May 2016 at 10:30am at the Company’s office, 8100 Alec Issigonis Way, Oxford, OX4 2HU, at which all resolutions were passed.
Country of incorporation and main country of operation
Ingenta plc is incorporated in the United Kingdom and is listed on the Alternative Investment Market (AIM) of the London Stock Exchange under the ticker ING and is subject to the UK City Code on Takeovers and Mergers. Its main countries of operation are the United Kingdom and the United States of America.
March 2017 Preliminary results and annual report expected to be available in print
May 2016 Annual General Meeting
August 2017 Interim results
The financial year end is 31 December.
Articles of association (updated May 2008, view PDF)
AIM admission circular (February 2, 2007, view PDF)
Circular to admit new shares (May 26, 2015, view PDF)
Certificate of incorporation on change of name (May 12, 2016, view PDF)
Registered office: 8100 Alec Issigonis Way, Oxford, OX4 2HU