Corporate governance

The EMIS Group board is committed to high standards of corporate governance and adding value by ensuring that strong ethical standards are maintained.

UK Corporate Governance Code

The Directors acknowledge the importance of the principles set out in the UK Corporate Governance Code. Although compliance with the Code is not compulsory for AIM companies, the Directors apply the principles as far as practicable and appropriate for a public company of this nature and size. The Board also follows, as far as practicable, the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM. Further information is available in the Annual Report and Accounts 2016.

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 Company has adopted and operates an anti-bribery and corruption policy for Directors and employees.

 

Modern Slavery Act Statement

During the year, and in compliance with the Modern Slavery Act 2015, the Group issued a statement which confirmed its commitment to ensuring that there is no modern slavery or human trafficking (or any other kind of coerced labour) in its supply chains or any part of the business. Work has commenced to identify and assess potential risk areas across the business and the Group will continue to update its policies and procedures as required to ensure it maintains appropriate safeguards in relation to its own business and in respect of its supply chain and partners. Initial indications from the work carried out are that EMIS Group’s operations appear to have a low inherent risk of slavery/ trafficking primarily due to the skilled nature of the business and the fact that most labour is UK based and in house.

A process has commenced to contact all active suppliers as part of a broader ongoing review of the Company’s terms and conditions. As part of this process, confirmation will be sought from suppliers that they are compliant with the Modern Slavery Act. For those companies not compliant, a risk analysis process will be commenced and they will be given the opportunity to comply within an agreed period. Where compliance is not achieved, an alternative supplier will be sourced.

Chief Executive Officer
March 2017

Articles of association and matters reserved for the Board

The company adopted revised articles of association on 28 April 2017.

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.

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, Robin Taylor (chair), Mike O'Leary, Andy McKeon, Kevin Boyd, David Sides and (by invitation) 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), Mike O'Leary, Robin Taylor, Kevin Boyd and David Sides. The remuneration committee meets at least twice a year and at such other times as the chairman of the committee requires.

You can download a copy of the remuneration committee's terms of reference here.

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 Mike O'Leary (chair),Robin Taylor, Andy McKeon, Kevin Boyd and David Sides. The nomination committee meets at least twice a year and at such other times as the Chairman of the commmittee requires.

You can download a copy of the nomination committee's terms of reference here