We continue to adopt the Quoted Companies Alliance (QCA) Code and its obligations to AIM Rule 26.
As the world changes and as we emerge as a leading provider of ESG solutions to investment houses and businesses, we also continue to evolve our disclosures concerning our business performance.
Our approach to the principles outlined by the QCA is summarised below.
QCA principles and Inspired Energy PLC approach
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
As a public limited company, we are focused on delivering value for our shareholders.
We believe shareholder value is maximised when we appropriately balance the needs of stakeholders today whilst remaining cognisant of how the needs of stakeholders needs may change in the future.
We achieve this by delivering net zero and ESG solutions for businesses whilst embedding those principles in our organisation.
Vision and strategy:
The company’s vision and strategy is to deliver an increasing number of market leading technology enabled services to an increasing number of clients with respect to energy, Net Zero Carbon and ESG solution.
By achieving the above, we fully expect to increase shareholder value.
> For our approach to strategy and the benefits of our strategic priorities, please see our strategy on page 19 of the 2020 annual report.
> For key challenges and how they will be addressed, please see principal risks on pages 24 and 25 of the 2020 annual report.
Principle 2 – Seek to understand and meet shareholder needs and expectations
The Board has a proven track record of delivering profitable growth through organic and acquisitive means and dividends for shareholders. We regularly talk to institutional and private investors and the financial press to ensure our strategy and objectives are communicated. We host institution and broker site visits to update on progress and the Executive Directors are in ongoing contact with the nominated advisor, which communicates more closely with the market.
Shareholders with questions can use the Contact Us page or contact the Company Secretary, who will refer questions to the Directors. In addition, the AGM operates as a forum for all shareholders to meet with the Board.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that the Group has responsibilities to many stakeholders other than its shareholders. This includes employees, clients, lenders, suppliers and the wider society in which we operate.
The company has started a programme to embark on a journey to what the Board consider to be a leading example of best practice with respect to ESG. Our policies with respect to our engagement with stakeholders are summarised in the annual report and in full here.
Communications are relevant to the stakeholder and may take the form of formal announcements, individual meetings (for example, appraisals with employees) and negotiations with other stakeholders. In addition to this annual report the company has made several ESG disclosures, which are summarised in the annual report.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board meets regularly during which business and other risks are assessed. Organisational divisions have their own management boards which also meet regularly and assess the risks relevant to that specific division. These are communicated to the main Board via Group management structures.
In 2020, the principles of the Task Force on Climate-Related Financial Disclosures (TCFD) have been integrated into our risk management process.
For further details of the company’s approach to risk and its management, please refer to the principal risks section of the strategic report (pages 24 and 25) of the 2020 annual report and accounts.
Principle 5 – Maintain the Board as a well-functioning, balanced team led by the Chair
Mike Fletcher, the Non-Executive Chairman, is responsible for ensuring that the Group maintains the highest standards of corporate governance. The Executive Directors have responsibility for implementation of the Board’s strategy. All the Directors have appropriate skills and experience for the roles they perform at Inspired Energy, including as members of Board Committees.
A monthly report is provided to the Board of the financial and operational performance of the Group. Information is provided in advance of meetings.
The Board is responsible for all strategic decisions and the overall governance and culture of the Group. All the Directors have access to the services and advice of the Company Secretary and are able to take independent professional advice.
The Board operates Committees for audit, nomination and remuneration, providing governance and experience for these topic areas. In 2021 the Board has added an ESG performance committee and an ESG Advisory Group composed of expert
external advisors For details on Board membership of the Committees, please click here or see the annual report.
Principle 6 – Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board evaluates consistently those skills that are required and whether they are adequately provided for. In doing so, where relevant, it will consider guidance available on appointment and training of Board members.
The Company Secretary has the responsibility of making the Board aware of legal changes. The Nominations Committee oversees the process of identifying candidates and makes recommendations to the Board.
Appointments are made on merit against objective criteria and the benefits that will be brought to the Board and the Group. The Nominations Committee also considers succession planning.
The Company Secretary supports the Chairman in addressing the training and development needs of the Directors. In the case of new Directors there is an induction to ensure they become aware of the operations of the Group.
The Directors are aware of their individual responsibility to undertake appropriate continuing development.
Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Financial Reporting Council’s Guidance on Board Effectiveness is used as the basis of the Board’s performance evaluation. The auditors meet the Audit Committee annually and beyond the audit report comment on the systems, procedures and efficacy of the management.
The nominated advisor has access to the Chairman and meets the Non-Executives on an ad hoc basis as the need arises. A rigorous recruitment process is undertaken for new Directors prior to their proposal and election.
In terms of re-election their performance is reconsidered prior to them being proposed to ensure they remain effective in their role and that they retain their independence. Re-election is considered by the shareholders at the AGM, at which shareholders have the opportunity as a body to approve or otherwise Board membership.
The Remuneration Committee meets formally and is tasked with not only the remuneration of the Executive Directors but also evaluation of performance.
To this end, the Board is circulated with press comment and market feedback on the business. Market share data and peer group analysis are available.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
The Board expects the highest ethical standards of its members and management across the Group. The Group has documented procedures with respect to its responsibilities regarding ethical behaviour, specifically bribery, corrupt practices and modern slavery, board gender diversity, employee gender diversity, equal pay with respect to gender, workplace accident prevention, whistleblower protection, human rights, supplier code of conduct, grievance/complaints handling mechanism, anti-discrimination, recognition of ILO Conventions, climate change and the environment.
Our policies on ethical values and behaviours are summarised in the annual report and in full here. Our performance against these policies is summarised in the annual report.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
The roles and responsibilities of specific Directors and membership of the Board Committees are set out in the annual report and in full here. The Board formally meets a minimum of six times per year.
Each Committee has terms of reference outlining the specific responsibilities delegated to it. Corporate governance disclosures are made every year in the annual report and accounts.
The Board assesses at least annually whether the structures and processes are fit for purpose.
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The AGM is a key forum for communications with any shareholder who wishes to attend, and the Directors are available here to listen to views expressed both formally and informally. This, combined with the normal cycle of announcements, is the key method of communication. The outcomes (as to whether they were successfully passed or not) of resolutions put to the AGM are published and available on the company’s website.
The company uses the London Stock Exchange Regulatory News Service (RNS) to advise the market (i.e. shareholders and others) of performance and significant matters. Brokers are updated and circulate notes regularly.
These updates are also visible on the inspiredplc.co.uk website.