Corporate Governance
Overview of Board Governance
The Group believes that its success is dependent upon sound and effective governance. The Directors recognise the importance of strong corporate governance and have developed a corporate governance framework and policies appropriate to the size of the Group. The Board places strong emphasis on health and safety, good financial discipline, governance, and environmental stewardship. The Group has established clearly defined responsibilities and accountability, clear delegated authority limits, robust systems and processes and risk management procedures to safeguard shareholder value.
Board Structure
The Board currently comprises two Executive Directors (being the Chief Executive Officer and the President i3 Energy Canada) and four Non-Executive Directors (including the Chairperson). Ms. Linda Beal, Mr. Richard Ames, Mr. Neill Carson and Mr. John Festival (these being the four Non-Executive Directors) are, in the opinion of the Board, independent in character and judgment.
The composition of the Board is reviewed regularly and strengthened as appropriate in response to the Company’s changing requirements. Appropriate training and an induction programme is undertaken for all Directors on appointment and subsequently as necessary, taking into account existing qualifications and experience. The Board has bi-monthly Board meetings, including physical meetings at least once per year which also include an annual strategy day. At these meetings, the Board reviews the Company’s long-term strategic direction and financial plans. All necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Certain matters are reserved for consideration by the Board whilst other matters are delegated to Board committees.
The current Board can be seen on the Leadership page.
Business Conduct
i3 has a Code of Business Conduct and Ethics which sets out the behaviour it expects of its Directors, management, employees, contractors, sub-contractors, agents, intermediaries and suppliers. i3 has a zero-tolerance policy to bribery and corruption, and is committed to conducting business ethically and with integrity, complying with all applicable legal requirements.
Our Code of Business Conduct and Ethics addresses anti-bribery and corruption, health and safety, environment, confidentiality, conflicts of interest, data protection, fair competition, export controls and sanctions compliance, information technology and internet usage, and employment practices.
The Company is respectful of human rights and believes it important to embed this respect in its culture, business practices, fair treatment of staff, and engagement with stakeholders.
The Company also has policies and procedures in place which provide guidance to all Directors and employees in relation to share dealing, whistleblowing, disclosure and social media.
The Code of Business Conduct and Ethics and the other procedures are approved by the Board, and are reviewed annually and updated as necessary by the Corporate Governance Committee or Audit and Risk Committee.
i3 believes in organisational diversity and asserts that discrimination is not acceptable irrespective of age, disability, gender, ethnicity, faith, race, sexual orientation, or any other factor that makes people different.
The Company maintains a risk register as part of the Group’s risk management procedures. The potential risks confronting the Group are updated by management and reviewed by the Audit & Risk Committee at least twice per year, and are reviewed and approved by the Board annually.
Governance Framework
The UK Corporate Governance Code does not apply to companies quoted on AIM and there is no formal alternative for AIM companies. The Quoted Companies Alliance (QCA) has published a set of corporate governance guidelines for AIM companies which include a code of best practice comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. The Directors have adopted the QCA Corporate Governance Guidelines for Smaller Quoted Companies and the compliance with the principles is set out in the Governance Framework section below.
The Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Board applies each of the principles, including where applicable any deviation from those principles:
Internal controls
The Directors acknowledge their responsibility for the Group’s system of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware that no system can provide absolute assurance against material misstatement or loss, regular reviews of internal controls are undertaken to ensure that they are adequate and effective.
Risk management, uncertainties and treasury policy
Risk assessment and evaluation is an essential part of the Group’s planning and is an important aspect of the Group’s internal controls system – a crucial activity for achieving its strategic objectives.
There is a process of evaluation of projects, activities, and performance targets wherein the Board regularly reviews actual progress to that previously forecast. Project milestones and timelines are regularly reviewed.
The Group finances its operations through debt, equity, and operating cash flows, and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board.
Securities trading
The Board has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of material non-public information (“MNPI”). All such persons are prohibited from trading in the Company’s securities if they are in possession of MNPI. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance from the Company’s Nomad.