UK Corporate Governance Code
Read our Corporate Governance Statement of Compliance with the UK Corporate Governance Code (2018). All page references in the statement refer to the EMIS Group 2021 annual report and accounts.
Share dealing code
The Company has adopted and operates a share dealing code for Directors and applicable employees in order to ensure compliance with Rule 21 of the AIM Rules and takes proper steps to ensure compliance by the Directors and those employees.
Anti-bribery and corruption policy
The Group has adopted and operates an anti-bribery and corruption policy for Directors and employees.
Anti-tax evasion policy
The Group has adopted and operates an anti-tax evasion policy for Directors and employees.
Gender pay gap
The Group has published its gender pay gap for the past year.
Modern slavery statement
Introduction
This statement has been published in accordance with Section 54 of the Modern Slavery Act 2015 which requires companies with a turnover of £36 million or above to publish an annual statement. It sets out the steps taken by EMIS Group plc and its trading subsidiaries (including Egton Medical Information Systems Limited) during the year ended 31 December 2021 to seek to ensure that slavery and human trafficking is not taking place in its supply chains or in any part of the business.
EMIS Group plc values include being responsible and supportive, fostering an environment where employees are encouraged to be honest, to care and act with integrity.
Organisational structure and business
EMIS Group plc is the UK leader in connected healthcare software and services with annual revenue of approximately £170m and around 1,400 employees. Our business operates primarily within the UK but also has employees in India and New Zealand. Our key inputs are our skilled people. Given the nature of the Group’s business the Board and management consider the risk of modern slavery in the business or within its supply chain to be low.
Policies on modern slavery
EMIS Group plc is committed to conducting business responsibly. It seeks to ensure that its supply chains operate to those same high standards, including 3rd party employment practices, workplace conditions and, more specifically, the prevention of forced, bonded and trafficked labour. This is upheld through the Company’s policies and processes, and is fully supported by the Board. Relevant policies include: whistleblowing, code of ethics and standards of business conduct, anti-bribery and corruption and anti-tax evasion, the latter two can be found on the website above this statement.
Group supplier onboarding process - due diligence and risk assessment
Current and prospective UK third party suppliers are required to demonstrate a commitment to ongoing compliance with the Modern Slavery Act 2015.
Our comprehensive Group supplier onboarding process includes specific questions related to the Modern Slavery Act 2015 and is supported by a formal risk analysis to determine whether to work with the business, based on the nature of the supplier and the services provided.
As in previous years the Group’s UK procurement team continues to engage closely with its key suppliers. EMIS has not become aware of any examples of behaviour or actions among its suppliers contravening the Modern Slavery Act 2015. EMIS continually engages with its key suppliers and measures the effectiveness of our policies and procedures, and ensures adherence to the Act is maintained as a requirement of doing business with EMIS Group. Any companies who are found to be non-compliant are subject to a risk analysis review where they are given the opportunity to comply within an agreed period. Where compliance is not achieved, an alternative supplier is sourced and the relationship with the non-compliant supplier is terminated.
Where the Group has an extended supply chain, particularly with major technology vendors, it relies on their respective Modern Slavery statement to be truthful and correct.
Training
In 2021 the Group has extended its training approach with all employees required to complete compliance modules for anti bribery, whistleblowing and the code of ethics. They also received training on bribery prevention.
In 2022 the Group is considering a new modern slavery compliance and training module as well as training for specific groups of individuals in the business. The aim is to help managers and their teams to identify and report any signs of Modern Slavery, to be compliant with the policy and to help the Group fulfil its corporate role as an ethical business with a transparent supply chain.
This statement was approved by the EMIS Group Board on 15 March 2022.
Andy Thorburn
Chief Executive Officer
Articles of association and matters reserved for the Board
The Company adopted revised articles of association on 8 May 2019.
You can download a copy of the matters reserved for the Board.
The Company's admission document dated 24 March 2010.
Takeovers and mergers
The Company is subject to the UK City Code on Takeover and Mergers.
Committees
The Board has established an audit committee, remuneration committee and nomination committee, with formally delegated duties and responsibilities and with written terms of reference, as further described in paragraph 12 of Part V of the Admission Document date 24 March 2010. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
In 2021 the Board established an environmental, social and governance committee with written terms of reference.
Audit committee
The audit committee assists the Board in discharging its responsibilities with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
The membership of the Company’s audit committee comprises, Kevin Boyd (Chair), Andy McKeon, Jen Byrne, Jayaprakasa (JP) Rangaswami and (by invitation), Patrick De Smedt, Andy Thorburn, Peter Southby and KPMG. The Audit Committee meets formally at least twice every year and otherwise as required. The Audit Committee meets with the Company’s external auditors at least once each year.
You can download a copy of the audit committee's terms of reference here.
Remuneration committee
The remuneration committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Chief Executive, all other executive directors, the Company Secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. The remuneration of Non-executive Directors is a matter for the executive members of the Board. No Director may be involved in any decision as to their own remuneration.
The membership of the Company’s remuneration committee comprises Andy McKeon (Chair), Patrick De Smedt, Kevin Boyd, Jen Byrne and JP Rangaswami. The remuneration committee meets at least twice a year and at such other times as the chair of the committee requires.
Download a copy of the remuneration committee's terms of reference and the EMIS Group plc directors' remuneration report 2021.
Companies Act 2006 Section 430(2B) Statement – Chris Spencer.
Nomination committee
The nomination committee is responsible for leading the process for Board appointments and making recommendations to the Board to implement a formal and transparent procedure for the appointment of new directors to the Board.
The nomination committee comprises Patrick De Smedt (Chair), Andy McKeon, Kevin Boyd, Jen Byrne and JP Rangaswami. The nomination committee meets at least twice a year and at such other times as the Chair of the commmittee requires.
Download a copy of the nomination committee's terms of reference.
ESG committee
The Board has created a formal committee to strengthen and develop its ESG strategy. The committee is focussed on developing the Group’s proposition, drawing together a number of existing initiatives already underway across the business.
Download a copy of the ESG committee’s terms of reference.
