The Code of corporate governance is one of the key components of professionalism and legal perspective in the organization. Companies involved in the London Stock Exchange should report on how to apply the corporate governance code.
The Corporate Governance Code sets the standard for good practice in relation to matters related to the composition and development of boards, salaries, accountability and audits, and relationships with shareholders.
Reporting how the listed companies have implemented the core principles of the code and ensuring that they have agreed with the provisions of the code or – where they have no explanation.
Code of corporate governance
Every company that is jointly responsible for the long-term success of the company should be operated by an effective board.
There should be a clear division of the duties of the head of the company between the running of the board and the executive responsibility for managing the business of the company. The decision of a person must be impartial.
The chairman is responsible for the leadership of the board and to ensure the effectiveness of all aspects of its role.
As part of their role as members of the unilateral board, executive directors need to help develop proposals with constructive challenges and strategies.
The board and its committees should have the right balance of skills, experience, independence, and knowledge of the company so that their respective duties and responsibilities can be effectively implemented.
There should be a formal, rigorous, and transparent approach to hiring new directors on the board.
All directors should be able to effectively allocate the company’s time to effectively fulfill their responsibilities.
All directors should accept induction to join the board and regularly update and refresh their skills and knowledge.
The board should be properly provided and it should be provided with appropriate information for its duties.
The board’s own performance and its committees and individual directors should have a formal and rigorous annual assessment.
All directors will be submitting re-election in regular intervals, subject to satisfactory performance.
Executive director pay should be designed to promote the long-term success of the company. The components of performance should be transparent, expanded, and strictly applied.
The policies related to Executive Fees should be a formal and transparent method for developing and updating the payment packages of individual managers. Any director should be involved in making his own remuneration decision.
Relationship with shareholders
Based on the mutual understanding of the objectives, there should be a dialogue with the shareholders. It is the responsibility of the whole board to ensure a satisfactory dialogue with shareholders.
The Board should use the General Meeting to communicate with investors and encourage participation.
The Board will present a fair, equitable, and understandable assessment of the company’s position and possibilities. Learn how to improve work ethics.
The Board is responsible for determining the nature and extent of the key risks that it seeks to achieve its strategic goals. The board should maintain sound risk management and internal control systems.
The Board will establish formal and transparent measures to consider corporate reporting, risk management, and internal control policies, and how the Board should apply them to maintain appropriate relationships with company auditors.
Who has to adhere to
All organizations listed on the London Stock Exchange’s main market are required to report on their annual reports and how the corporate governance code has been applied to the accounts according to the rules of the listing. Foreign companies listed in the main market will have to disclose their corporate governance practices in important ways, different from the codes they set.
The code is sometimes corrected. You can download the UK Corporate Governance Code from the Financial Reporting Council of 2012.
Code of corporate governance Outline
The board recognizes the importance of good corporate governance and has chosen to implement the QCA code. The QCA Code was formed by the Coated Company Alliance (“QCA”), an independent membership organization that champions the interests of small to medium-sized companies, consulting with a significant corporate small company investor. Applicable governance code for AIM companies.
As described by the QCA, the company’s good corporate governance is “the right people to work together and correctly do the right things to provide value for shareholders until middle-to-long”. It is achieved through a series of board decisions, which will keep the dynamic, diverse, and consistent corporate culture across Infrastructure PLC groups (the “group”).
Our values are based on the “right thing to do” for our people, suppliers, shareholders, and other stakeholders. The board believes this is important for building a sustainable, growing business and is an important responsibility of the team. This culture supports the group’s objectives for acquiring customers and growing the business by keeping customers. It is the Board’s job to ensure that all stakeholders are operated for the long-term benefit of them with effective and effective decision-making. Corporate governance is an important part of that work, reducing risk and adding value to our business.
Recent changes in the Stock Exchange of London. As per the AIM rules, the board has received the QCA code as required by all IIM-quoted issuers to accept and comply with the accepted corporate governance code. Read the table below to see how we will address the basic administration policies defined in the QCA Code. Further information on the QCA code acceptance will be provided in the group’s next annual report.
QCA Code Principle
What do we do and why
1. Set up a strategy and business model that promotes long-term value for shareholders
The board will be able to publish a sharing scene about the company’s purpose, business model, and strategy. It should go beyond the simple details of the product and corporate structure and determine how the company intends to provide shareholder value in the medium to long term.
It should be demonstrated that long-term growth supply should be underpinned by an explicit set of values that are protected from unnecessary risks to the company and for the purpose of securing its long-term future.
The Group’s strategy is fully explained in our Strategic Report section on pages 3 to 8 of the Annual Report and Accounting Year of the Year for the year ended July 31, 2017 (2017’s “Annual Report”).
Our strategy is primarily focused on four main areas: (i) identifying opportunities, primarily in the energy infrastructure sector; (ii) developing projects using the skills and experience of the management team of the company; (iii) monetization of projects to provide value to shareholders; And (iv) identifying future energy-related projects, so that we can ensure a balanced portfolio of projects at various stages of completion.
Details of the key challenges of the business and how to mitigate them are detailed on pages ….to …… of the 20…….. Annual Report.
2. Meet and meet the needs and expectations of the shareholder
The directors should develop a good understanding of the needs and expectations of all the components of the company’s shareholding base.
The board must manage shareholder expectations and try to understand the motivations behind shareholder voting decisions.
The company is committed to listening and communicating openly with shareholders so that its strategy, business model, and performance are clearly understood. Understanding what analysts and investors think about us and, then, helping these audiences understand our business is a key part of moving our business forward and we actively seek to communicate with the market. We present at the conference and our regular reporting, and so do the investor through roadshows.
The board recognizes AGM as an important opportunity to meet shareholders. Directors are immediately available to listen to shareholders’ views immediately following the AGM.
AGM is the main forum for dialogue with retail shareholders and boards. The AGM’s notice is sent to the shareholders at least 21 days before the meeting. Chairman and Executive Director AGM was present and the shareholders can answer the questions raised. For each vote, for the meeting, the number of proxy votes was declared and the withdrawal was announced. AGM results were published later on this website.
This is explained on page … of our Investor Relations Strategy 20… Annual Report.
3. Consider the partners in their account for greater partners and social responsibility and long-term success
Long-term success depends on good relationships with both internal (employment) and external (suppliers, customers, regulators, and others) of different stakeholder groups. Identify the board company’s stakeholders and understand their needs, interests, and expectations.
The issues related to the company’s impact on the company, the communities in which it operates, or the environment can affect the company’s ability to pay shareholder value in the medium to long term, then those things must be combined in the company’s strategy and business models.
Feedback is an indispensable part of all control processes. The system needs to be set up to request, consider and act on feedback from all stakeholder groups.
Engaging with our stakeholders strengthens our relationships and helps us make good business decisions to deliver on our promise. The Board holds stakeholder insights on the issues that matter to them and to our business, enabling boards to understand and consider decision-making. Along with our shareholders and suppliers, our Core Management Team is one of our most important stakeholder groups and is closely monitored by any feedback from team members to ensure board coordination.
For more information see our strategic report’s main risk and uncertainty section on pages…. to…… of 20………. Annual Report.
The group encourages feedback from organizations that work on it or otherwise engage with it.
4. Consider both opportunities and threats throughout the organization, embedded in risk management
To ensure the company’s risk management structure and provide strategies, the board will have to ensure that all relevant risks are addressed; Companies must consider their extended business with the supply chain of the company to the end customer from the original supplier.
The setting strategy determines the amount of risk identified that the company determines (the risk tolerance and risk appetite) that the company is willing to tolerate and willing.
The group’s major risks and uncertainties are detailed on pages 7 to 8 of the 2017 Annual Report. We describe the business risks in detail, how these are mitigated, and how the risk identified changes over the last reporting period.
Considering the business risk at the Board Board meeting (which is determined at least quarterly). Due to the recent changes in the level of the board and management team, board meetings have taken place with extended frequency. The board of directors is usually invited to attend the meeting but is asked to leave the meeting when the board wishes to discuss and/or otherwise resolve any board-specific, confidential, or sensitive issues.
The company officially reviews and documents the business’s core risks at least bi-annually.
The board and management team are responsible for reviewing and evaluating risk, and executive directors meet at monthly intervals to review ongoing trading performance, discuss budgets and forecasts and review new risks related to ongoing trading and projects. A risk committee has recently been established by the Board (more details are under 5 below).
Directors & Management
Ensuring effective, efficient, and ethical decision-making at every level to maximize opportunities, reduce risk and deliver long-term value to all of InfraStrata’s stakeholders
The Quoted Companies Alliance Corporate Governance Code (2018) (the “QCA Code”)
The Board recognizes the importance of good corporate governance and has chosen to apply the QCA Code. The QCA Code was developed by the Quoted Companies Alliance (the “QCA”), the independent membership organization that champions the interests of small to mid-size quoted companies, in consultation with a number of significant institutional small company investors, as a suitable corporate governance code applicable to AIM companies.
As stated by the QCA, good corporate governance is about “having the right people (in the right roles), working together, and doing the right things to deliver value for shareholders as a whole over the medium to long term”. This is achieved through a series of decisions made by the Board, which needs to be kept dynamic, and diverse and engender a consistent corporate culture throughout the InfraStrata plc group of companies (the “Group”).
Our values are based on “Doing the right thing” for our people, suppliers, shareholders, and other stakeholders. The Board believes this is vital to creating a sustainable, growing business and is a key responsibility of the Group. This culture supports the Group’s objectives to grow the business through acquiring and retaining customers.
It is the Board’s job to ensure that the Group is managed for the long-term benefit of all shareholders, with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to our business.
The Board has adopted the QCA Code in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-quoted issuers to adopt and comply with a recognized corporate governance code. To see how we address the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in the Group’s next annual report.
QCA Code Principle Application What we do and why
1. Establish a strategy and business model which promotes long-term value for shareholders The board must be able to express a shared view of the company’s purpose, business model, and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long term.
It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. The Group’s strategy is explained fully within our Strategic Report section on pages 3 to 8 of our Annual Report & Accounts for the year ended 31 July 2017 (the “2017 Annual Report”).
Our strategy is principally focused on four key areas: (i) identification of opportunities, primarily in the energy infrastructure sector; (ii) development of projects using the skills and experience of the Company’s management team; (iii) monetization of projects to deliver shareholder value; and (iv) identifying future energy-related projects, to ensure we have a balanced portfolio of projects at various stages of completion.
The key challenges to the business and how these are mitigated are detailed on pages 7 to 8 of the 2017 Annual Report.
2. Seek to understand and meet shareholder needs and expectations Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
The Company remains committed to listening and communicating openly with its shareholders to ensure that its strategy, business model, and performance are clearly understood. Understanding what analysts and investors think about us and, in turn, helping these audiences understand our business, is a key part of driving our business forward and we actively seek dialogue with the market. We do so via investor roadshows, attending conferences, and our regular reporting.
The Board recognizes the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.
The AGM is the main forum for dialogue with retail shareholders and the Board. The notice of AGM is sent to shareholders at least 21 days before the meeting. The chairman and the Executive Directors attend the AGM and are available to answer questions raised by shareholders. For each vote, the number of proxy votes received for, against, and withheld is announced at the meeting. The results of the AGM are subsequently published on this website.
Our investor relations strategy is explained on page 12 of the 2017 Annual Report.
The person at the Company with principal responsibility for liaising with shareholders is John Wood.
3. Taking into account wider stakeholder and social responsibilities and their implications for long-term success rely upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The board needs to identify the company’s stakeholders and understand their needs, interests, and expectations.
Where matters that relate to the company’s impact on society, the communities within which it operates, or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long term, then those matters must be integrated into the company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider, and act on feedback from all stakeholder groups. Engaging with our stakeholders strengthens our relationships and helps us make better business decisions to deliver on our commitments. The Board stays abreast of stakeholder insights into the issues that matter most to them and our business, which enables the Board to understand and consider these issues in decision-making. Aside from our shareholders and suppliers, our core management team is one of our most important stakeholder groups and the Board closely monitors any feedback it receives from members of the team to ensure alignment of interests.
The Group encourages feedback from all those organizations with which it works or otherwise engages.
4. Embed effective risk management, considering both opportunities and threats, throughout the organization The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
The principal risks and uncertainties faced by the Group are detailed on pages ……. to…. of the 20…… Annual Report. We detail the risks to the business, how these are mitigated, and the change in the identified risk over the last reporting period.
The Board considers the risk to the business at Board meetings (which are scheduled to take place at least quarterly). Due to the recent changes at Board and management team level, Board meetings have taken place with increased frequency. Management is usually invited to attend the Board meetings but is asked to leave any meetings when the Board wishes to discuss and/or otherwise resolve any Board-specific, confidential, or sensitive matters.
The Company formally reviews and documents the principal risks to the business at least bi-annually.
The Board and management team are responsible for reviewing and evaluating risk and the Executive Directors meet at monthly intervals to review ongoing trading performance and discuss budgets and forecasts, and new risks associated with ongoing trading and projects. A risk committee has been recently established by the Board (further details of which are contained in Principle 5 below).
Maintain a Dynamic Management Framework
5. Manage the Chair As a neat, balanced team, manage the board
Board members have joint responsibilities and legal obligations to promote the interests of the Company and are jointly responsible for defining corporate governance measures. The ultimate responsibility for corporate governance quality and procedures lies with the Chairman of the Board.
The board (and any committee) should provide high-quality information in a timely manner for the accurate evaluation of the issues or decisions that require insight.
There should be a proper balance between the executive and non-executive directors of the board and there should be at least two independent non-executive directors. Freedom is board judgment.
The board should be supported by a committee (e.g., audit, remuneration, nomination) whose skills and knowledge must effectively perform their duties and responsibilities.
Directors must commit to the time needed to fulfill their roles.
The executive chairman of the board, one executive director, and two non-executive directors. Unless the company appointed an independent non-executive director and the company does not refer to him as independent, the board believes that Mr. ………….. has met the requirements of independence. Moreover, the board considers that the non-executive director brings an independent verdict to carry.
The Board is satisfied that on the one hand, it has the appropriate balance between independence and knowledge of other companies so that it is able to effectively carry out its duties and responsibilities. All directors are encouraged to use their independent judgment and challenge all issues, whether strategic or operational. The Board intends to continue to evaluate and monitor the Company’s requirements in this regard and hopes to review the situation in progress.
Get regular and timely information regarding the performance and financial performance of all the Directors group. Relevant information is transmitted to the meeting managers. Also, a few minutes of approval board was sent to the Board of Directors.
The Board has a formal schedule of reserved issues and is supported by the Audit and Remuneration Committee. Committee reference terms are available below this table.
The CEO’s primary tasks are as follows: (i) to develop and implement long-term corporate strategies; (ii) responsible for the day-to-day management decisions and implementation of corporate long and short-term plans; (iii) act as direct communication between the board and the management team; And (iv) contact the internal and external stakeholders on behalf of the company.
The primary functions of the CFO are as follows: (i) supervising the management of the company’s administrative, financial, and risk management; (ii) the development of financial and operational strategies, including metrics related to strategy; (iii) Monitoring planned controls for ongoing development and preservation of company assets; And (iv) reporting accurate financial results.
The primary functions of the Chairman are as follows: (i) Manage the Board and ensure its effective activities; (ii) provide support and supervision to the management team; And (iii) monitor and maintain the value of corporate governance.
The role of the Board is as time as possible and effectively to supervise and manage the community. Broadly, the board focuses on four key areas: (1) establishing vision, mission, and value; (2) setting techniques and structures; (3) a representative in management; And (4) responsible for shareholder accountability practices and relevant stakeholders.
The Company has the following committees: (i) Audit Committee; (ii) Salary, Nomination, and Corporate Government Committee; And (iii) the Risk Committee.
The Audit Committee members are: [names]
Salary, nomination, and corporate governance committee members: [names]
The members of the Risk Committee are: [names]
6. Ensure that managers have the necessary up-to-date experience, skills, and abilities in them
The Board must have the appropriate balance of sector, financial, and public market skills and experience, as well as the appropriate balance of personal qualities and expertise. The board should understand and challenge its own diversity, including gender balance as part of its composition.
The board should not be influenced by one person or a group of people. Strong personal bonds can be important but can split aboard.
As the companies progress, the mix of necessary skills and experience on the board will change and the Board will need to reflect this change.
The Board is pleased that it has an effective and appropriate balance of skills and experience among its directors, including energy, engineering, finance, capital markets, innovation, and international trade. You will receive regular and timely information on the performance and financial performance of all the Directors. Relevant information is transmitted to the meeting managers.
The director’s service agreement is available for the company’s registered office and for each visit to AGM.
According to the company’s registration association, all the directors retired by rotating at regular intervals.
Appointment, removal, and re-election board appointing decisions about the appointment and removal of the board directors and there is a formal, strict, and transparent procedure for recruitment. One-third of the directors requiring the company’s registration companies to stand for re-election by the continuous rolling shareholders; All directors must stand at least every three years for re-election; And any new director appointed during the year will have to stand in the AGM election immediately after their appointment.
All directors are able to take independent professional advice in advance of their duties at the expense of the company. In addition, directors get direct access to the Chief Financial Officer and Company Secretary’s suggestions and services.
Evaluate the performance of the Board based on clear and relevant objectives for continuous improvement The Board will regularly review its performance as a unit, as well as its committees and individual directors.
Board performance reviews may be internally or ideally, externally, from time to time. The review should be identified by the individual director or the extensive senior management team that needs development or consultation.
This is healthy for a regular refreshed board membership. An important work for the Legacy Planning Board Any member of the board will be required.
The individual contribution of each member of the board is regularly ensured that: (i) their contribution is relevant and effective; (ii) that they are committed; And (iii) where relevant, they maintain their independence.
To ensure that the members of the board work solely efficiently and productively, the performance of the board is reviewed solely.
One-third of directors are required to stand for re-election by rotating shareholders, and each director must stand for re-election at least every three years.
The group encourages feedback from organizations that work on it or otherwise engage with it.
8. Promote a Corporate Culture Based on Ethical Values and Practices The board must promote and promote a corporate culture that is based on ethical values and behaviors, and use it as a source of resources and competitive advantage.
The policy set by the Board should be visible in the decisions and decisions of the chief executive and another management team. Corporate values should indicate the company’s purpose and strategy.
Businesses should be visible in every aspect of employment, including employment, nomination, training, and employment. Performance and rewards systems should support the desired ethical behavior at all levels of the company.
Corporate culture will be recognized during the annual report, website, and any other statement issued by the company during the publication.
The group supports the growing awareness of social, environmental, and ethical issues when considering business practices.
9. Maintain management structures and processes that are appropriate for the purpose and support good decision-making by the Board. The company is in line with its corporate culture and should fit in well with its corporate culture:
• size and complexity; And
• Risk for power, hunger, and endurance.
The code of corporate governance structures should evolve over time in parallel to its purpose, strategy, and business model to reflect the growth of the company.
As well as the information contained in this matrix, which identifies the group’s commitment and application to the QCA Code, pages ……… to ………. of the 2017 Annual Report on Corporate Governance Statements governance structure of the company and why they are appropriate and appropriate.
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