Combined Code
The Board supports high standards of corporate governance and the guidance set out in the Combined Code on Corporate Governance (the “Combined Code”). As a Company that is quoted on AIM, it is not required to comply with the Combined Code but all the Directors intend to comply with its main provisions as far as is practicable having regard to the size and composition of the IGas Group.
The Board
The Board consists of three Executive Directors and four Non-Executive Directors; with Mr Armstrong and Mr Bryant being considered to be independent. The Senior Independent Non-Executive Director is John Bryant.
The Board retains full and effective control over the IGas Group. The Board meets regularly, at least eight times a year to consider reports on the operational and financial performance of the IGas Group and to decide on matters reserved unto itself, which include formulating, reviewing and approving the IGas Group’s strategy, budgets, major items of capital expenditure and senior personnel appointments.
The Directors have established separate committees each chaired by a Non-Executive Director as follows:
Audit committee
The committee comprises only Non-Executive Directors; being chaired by Richard Armstrong and having as other members: John Bryant and John Hamilton. The Chairman, Chief Executive Officer and Chief Financial Officer may attend only at the invitation of the committee.
The committee receives and reviews reports from management and the IGas Group’s auditors relating to the IGas Group’s annual report and accounts and from management relating to interim results announcements. The committee focuses particularly on compliance with legal requirements, accounting standards and the AIM Rules for Companies and on ensuring that effective systems of internal financial and nonfinancial controls (including for the management of risk and whistle-blowing) are maintained. However, the ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board. The committee is also responsible for making recommendations to the Board on the appointment of the external auditors and their remuneration. The committee keeps under review the external auditors’ independence and considers the nature, scope, and results of the auditors’ work and develops policy on and reviews (reserving the right to approve) any non-audit services that are provided by the external auditors.
The committee normally meets at least three times a year and meets the external auditors at least annually without the presence of the Executive Directors.
Remuneration committee
The committee comprises only Non-Executive Directors; being chaired by John Bryant and having as other members Richard Armstrong and John Hamilton. The committee, which normally meets at least twice a year, has responsibility for making recommendations to the Board on the Company’s policy on the remuneration of the Chairman, Executive Directors and other senior executives (as are delegated to the committee to consider) and for determining, within agreed terms of reference, specific remuneration packages for each of them, including pension rights, any compensation payments and the implementation of executive incentive schemes. In accordance with the committee’s terms of reference, no Director may participate in discussions relating to their own terms and conditions of service or remuneration.
Nomination committee
The Nomination committee is chaired by the Senior Independent Non-Executive Director, John Bryant, and its other members are the Non-Executive Director, Richard Armstrong, and the Chairman, Francis Gugen. The committee, which meets at least twice a year, has responsibility for considering the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and making appropriate recommendations to the Board. The committee is also tasked with ensuring that plans are in place for orderly succession to the Board and senior management positions, so as to maintain an appropriate balance of skills and experience within the IGas Group and the Board. The Chief Executive Officer of the Company is invited to attend meetings of the committee when the committee is discussing matters related to executive management and such other matters as the committee chairman deems appropriate.
Rotation of the Board
At each Annual General Meeting at least one-third of the Directors shall retire from office by rotation. The Directors to retire by rotation shall include, firstly, any Director who wishes to retire at the meeting and not offer himself for re-election and, secondly, those Directors who have been longest in office since their last appointment or reappointment, provided always that each Director shall be required to retire and offer himself for re-election at least every three years. Directors appointed by the Board hold office only until the dissolution of the Annual General Meeting of the Company next following such appointment.
Internal control
The Board acknowledges that it is responsible for establishing and maintaining the IGas Group’s system of internal controls and reviewing its effectiveness. The procedures that include, inter alia, financial, operational and compliance matters and risk management are reviewed on an ongoing basis. The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has considered the need for a separate internal audit function but, bearing in mind the present size and composition of the IGas Group, does not consider it necessary at the current time.
UK Bribery Act
The Company is aware of the legislation relating to the UK Bribery Act and is ensuring that it has in place appropriate policies, procedures and will be reporting in full in the next published Annual Report and Accounts.
Relations with shareholders
Communications with shareholders are considered important by the Directors. The primary contact with shareholders, investors and analysts is the Chief Executive Officer. The other Executive Directors, however, regularly speak to investors and analysts during the year. Company circulars and press releases have also been issued throughout the year in relation to various proposals and for keeping investors informed about the IGas Group’s progress.