IntegraFin Holdings plc (‘the Company’) intends to comply with the UK Corporate Governance Code wherever possible and will report to shareholders on such compliance in accordance with the Listing Rules. It is the Company’s current intention that each of the directors will stand for re-election on an annual basis.
The board is responsible for leading and controlling the group and has overall authority for the management and conduct of the group’s business, strategy and development. The board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the group.
The UK Corporate Governance Code recommends that at least half the board of directors of a UK listed company, excluding the chairman, should comprise non-executive directors determined by the Board to be independent in character and judgment and free from relationships or circumstances which may affect, or could appear to affect, this judgment.
The board has determined that all of the non-executive directors are “independent non-executive directors” within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgment.
The Company has three executive directors and three independent non-executive directors (including the chairman) and therefore will comply with the UK Corporate Governance Code in this respect to the extent applicable for a “smaller company”, that is, one outside the FTSE 350. The Company intends to appoint an additional independent non-executive director to the board. While it is intended that this appointment will be made during the first quarter of 2018, the timing of such appointment will be dependent upon when a person with the appropriate skills and qualifications is identified.
The UK Corporate Governance Code recommends that a chairman should meet the independence criteria set out in the UK Corporate Governance Code on appointment. The board has concluded that Patrick Snowball is an independent chairman for UK Corporate Governance Code purposes.
The UK Corporate Governance Code also recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the independent non-executive directors to be the senior independent director. The Company intends to appoint an additional independent non-executive director to the board and will address the appointment of a senior independent director during the course of 2018.
The board has established the following committees: an audit and risk committee, a remuneration committee and a nomination committee, each of which is described in further detail below.
The Company has adopted a share dealing code in relation to its ordinary shares. The share dealing code is compliant with the Market Abuse Regulations and will apply to the directors, senior managers discharging managerial responsibilities and certain other employees of the group.
Audit and Risk Committee
The audit and risk committee assists the board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the group’s external auditors, advising on the appointment of such external auditors, overseeing the group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the group’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the board. The audit and risk committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules.
The audit and risk committee also has responsibility for, among other things, oversight of the group’s risk appetite, risk monitoring and capital management, reviewing the manner in which the members of the group implement and monitor the adequacy of the group’s risk management framework and ensuring that the group maintains appropriate levels of capital in the group, as well as advising the board on its overall risk appetite. The ultimate responsibility for setting the group’s risk appetite remains with the board.
The members of the audit and risk committee will be Neil Holden (who will chair), Patrick Snowball and Christopher Munro. The directors consider that Neil Holden has recent and relevant financial experience. The audit and risk committee will meet not less than three times in a reporting and audit cycle.
The remuneration committee assists the board in determining its responsibilities in relation to remuneration, including making recommendations to the board on the Company’s policy on executive remuneration (and reviewing the ongoing appropriateness, effectiveness and relevance of the group’s remuneration policy). In addition, the remuneration committee is responsible for setting the remuneration and benefits packages of each of the executive directors and senior managers.
The UK Corporate Governance Code provides that a remuneration committee should comprise at least two members who are independent non-executive directors. The Remuneration Committee will be chaired by Christopher Munro and its other members will be Patrick Snowball and Neil Holden. The remuneration committee will meet not less than twice a year.
The nomination committee develops and maintains a formal, rigorous and transparent procedure for the appointment of new directors to the board. In carrying out its duties, the nomination committee is primarily responsible for identifying and nominating candidates to fill Board vacancies; evaluating the structure and composition of the Board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; reviewing the time requirements of non-executive directors; giving full consideration to succession planning; and reviewing the leadership of the group.
The UK Corporate Governance Code provides that a nomination committee should comprise a majority of members who are independent non-executive directors. The nomination committee will be chaired by Patrick Snowball and its other members will be Christopher Munro, Neil Holden and Ian Taylor. The nomination committee will meet not less than once a year.