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 Company was fully compliant with the UK Corporate Governance Code as at 21 September 2018. Read our Corporate Governance Statement of Compliance with the UK Corporate Governance Code (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 2015

EMIS Group plc is committed to conducting business responsibly. It seeks to ensure that its supply chains operate to those same high standards, including in relation to 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. This statement has been published in accordance with Section 54 of the Modern Slavery Act 2015. It sets out the steps taken by EMIS Group plc and its subsidiaries during the year ended 31 December 2017 to seek to ensure that slavery and human trafficking is not taking place in its supply chains or in any part of the business.

Evaluation of progress

The Group has updated its supplier on-boarding procedure, which now has a specific question relating to Modern Slavery and all prospective suppliers are expected to respond to this question. If no response is given a risk analysis is carried out to determine whether it is appropriate to work with the company, based on the nature of the supplier, size of company and location.

The Group continues to contact existing suppliers as part of a broader ongoing review of terms and conditions. Confirmation is sought from them that they are compliant with the Modern Slavery Act 2015 within their supply chain. For those companies who are non-compliant, a risk analysis review is carried out and they are given the opportunity to comply within an agreed period. Where compliance is not achieved, an alternative supplier is sourced.

In a parallel exercise the Group has removed over 300 companies from its supplier register during the year, reducing the risk of having any non-compliant organisations within its supply chain.

The Group has identified all organisations with whom it deals directly and who provide direct labour. The contracts team is in the process of auditing all of these companies.

The development team in India has conducted its own audit and has declared that it complies with the terms of the Modern Slavery Act 2015.

Where the Group has an extended supply chain, particularly with major IT vendors, it relies on their respective Modern Slavery statement to be truthful and correct.

Training

In 2018 the Group intends to introduce training for all of its managers who interface with third party organisations. 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 help us fulfil its corporate role as an ethical company.

Andy Thorburn
Chief Executive Officer
March 2018

 

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 (Chairman), 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 (Chairman), 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.

Download a copy of the remuneration committee's terms of reference.

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 (Chairman),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.

Download a copy of the nomination committee's terms of reference