Continuing to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code.
The Group continues to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code under its obligations to AIM Rule 26.
As a listed 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 cognizant of how the needs of stakeholders may change in the future.
We achieve this by delivering net-zero carbon and ESG solutions for clients whilst embedding those principles in our organisation.
Vision and strategy:
The company’s strategy is to grow delivery of our energy, net-zero carbon and ESG solutions, underpinned by market-leading technology. By achieving the above, we fully expect to increase shareholder value.
The Board is committed to maintaining good communication and having constructive dialogue with all shareholders on a regular basis. The company enables this with investors and the media by providing communications through the annual and interim reports, along with Regulatory News Service announcements. The Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements.
All Directors attend the AGM, where private investors are given the opportunity to question the Board. The AGM provides an opportunity to meet, listen to and present to shareholders, and shareholders are encouraged to attend.
In addition, institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the company.
The company is committed to ensuring that it engages with retail investors so that its strategy, business model and performance are clearly understood. During 2022, the CEO, CCO and CFO gave an ‘Introduction to Inspired’ presentation via the Investor Meet Company platform which was open to all existing, and potential, shareholders. Participants were actively encouraged to submit feedback directly to Inspired management at the conclusion of the presentation, to ensure the company understands and responds to the views of the shareholder base.
From 2022 the remuneration report for the Group was subject to a vote so that all shareholders could provide their feedback as to whether the remuneration of executives correctly strikes the balance between talent retention, long-term incentivisation and the interests of shareholders. Moreover, shareholders with questions can use the ‘Contact us’ page or contact the Company Secretary, who will refer questions to the Directors.
The Board recognises that the Group has responsibilities to many stakeholders, beyond its shareholders; these include employees, clients, lenders, suppliers, the environment and society.
The Board has an ambition for the Group to develop best practice ESG policies. A series of initiatives to support this is well underway. Our policies on engagement with stakeholders (together with feedback received during 2022) are summarised here.
Communications are relevant to the stakeholders 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 Group has made a number of ESG disclosures which are published here.
Through our Audit & Risk Committee, the Board recognises the need for an effective and well-defined risk management process. The executive management team maintains a risk register, evaluating the frequency and severity of identified risks and reporting to the Board each quarter, as well as reporting any significant new risks identified at every Board meeting to ensure the risks are properly evaluated and the strategies for management of such risks agreed. Through this process the Board can determine if the risk exposure has changed during the year.
Risk governance culture is embedded across the Group. Organisational divisions have their own management boards which also meet regularly and assess the risks relevant to that specific division and support function.
The Audit & Risk Committee is also responsible for assessing and monitoring the company’s financial risks and reviewing the company’s financial controls. The Audit & Risk Committee has delegated responsibility to ensure that the Group’s management has designed and implemented an effective system of internal financial controls.
Since 2020 the principles of the Task Force on Climate-Related Financial Disclosures (TCFD) were voluntarily integrated into our executive risk management process as have ESG disclosures under the Global Reporting Initiative (GRI). View our disclosure reports here.
For further details of the company’s approach to risk and its management, please refer to the principal risks section of the strategic report of our annual report and accounts.
Richard Logan, the Non-Executive Chair, is responsible for ensuring that the Group maintains effective standards of corporate governance. During 2022, the Board had four Non-Executive Directors, all of whom are considered to be independent, being Richard Logan, Sarah Flannigan, Sangita Shah and Dianne Walker. The Board had eleven scheduled Board meetings during 2022 and additional discussions where necessary.
The Executive Directors have responsibility for implementation of the Board’s strategy. The Directors have appropriate skills and experience for the roles they perform at Inspired, 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. 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 and Risk, Nomination and Remuneration, and ESG providing governance and experience for these areas. The ESG Performance Committee met for the second time in 2022.
The Non-Executive Directors are expected to devote such time as is necessary for the proper performance of their duties and are expected to work at least one day a month for the Group.
For details of the Board members, see Board.
The Board continually evaluates the skills that are required of its members and whether they are adequately provided for. To enable each Director to keep their skill set up to date, individual training needs are identified as part of the annual Board evaluation process and training is provided as required. The Nominations Committee oversees the process of identifying candidates and makes recommendations to the Board. Appointments are made on merit, against objective criteria and an assessment of the expected benefits to be brought to the Board and the Group.
During 2022 the Non-Executive Directors undertook capacity building meetings to develop their knowledge with respect to ESG.
The Board also considers succession planning. In the case of new Directors there is an induction process to ensure that they have a full understanding of the operations of the Group. The Directors are aware of their individual responsibility to undertake appropriate continuing development. The Company Secretary has the responsibility of making the Board aware of legal changes, including those in relation to their duties as Directors.
The Chair commissions an annual Board effectiveness review, in which Directors are invited to assess the Board’s performance via a survey. The Board then discusses the results of this survey and agrees any measures needed to improve Board effectiveness.
During 2022 the Board made progress with respect to the matters raised in the 2021 Board evaluation by:
- Improving the granularity of the Risk Register and cascading down to the next level of management within the business.
- Improving the functioning of the employee led ESG Action and Employee Engagement Committees and how they feed into the Boards ESG Performance Committee.
- Implementing capacity building workshops for the Board with respect to ESG.
As a result of the Board evaluation for the 2022 period, the Board will seek to improve effectiveness by focusing on:
- Introducing a fuller KPI suite to better reflect the size and scale of the business and improve the efficiency of Board meetings.
- Introducing Board Management software to better manage document flow.
- Revert to more face-to-face Board meetings and improve the timeliness of information flow to and from the Board.
The auditors attend an Audit & Risk Committee meeting twice a year and, along with auditing the financial statements of the Group, they comment on the Group’s systems and procedures and efficacy of the management. The nominated advisor has access to the Chair and meets the non-Executives on an ad-hoc basis as required. In terms of re-election, past performance is considered prior to them being proposed to ensure that Directors continue to be effective in their role, add value and 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 reject a Director’s Board membership. The Remuneration Committee is tasked with not only the remuneration of the Executive Directors but also evaluation of their performance. To this end, the members of the Board are provided with press comments and market feedback on the business. Market share data and peer group analysis are available. The Chair will review the performance of the CEO, CCO and CFO throughout the year, with a formal discussion at the mid-year, as well as receiving feedback on his own performance from fellow Directors.
The Board expects the highest ethical standards of its members and management across the Group and the Board monitors and promotes a healthy corporate culture.
The Group has documented procedures with respect to its policy on ethical behaviour, specifically bribery, corruption and modern slavery, Board gender diversity, employee gender diversity, equal pay with respect to gender, workplace accident prevention, whistle-blower protection, human rights, supplier code of conduct, grievance and complaints handling mechanism, anti-discrimination, recognition of ILO Conventions, climate change and the environment.
Our policies with respect to our ethical values and our performance against them are summarised in our annual report and in full here.
How our values and ethics translate into the culture of the company is monitored by the Board through the ESG Performance Committee from the employee led ESG Action Committee and Employee Engagement Committee.
The Board takes seriously its responsibilities towards the sustainability of its operations and the impact on the environment, and this is a key strategic intent.
The roles and responsibilities of specific Directors and membership of the Board Committees are set out in the annual report and here. The Board meets a minimum of six times per year. Each Committee has approved terms of reference outlining the specific responsibilities delegated to it. Corporate governance disclosures are made every year in our annual report and accounts. The Board assesses annually whether the structures, policies and processes are fit for purpose.
The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders and other relevant stakeholders. The Group intends to have ongoing relationships with both private and institutional shareholders and shareholder analysts, and for them to have the opportunity to discuss issues and provide feedback at meetings with the company. We also maintain regular contact with our advisors in order to ensure that the Board develops an understanding of the views of any other major shareholders.
The AGM is a key forum for communications with any shareholder who wishes to attend, and the Directors are available to listen to views expressed, both formally and informally.
The AGM, combined with the normal cycle of announcements, is the key method of communication. 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.
You can also access our regulatory updates here.