Principle 1:

Establish a strategy and business model which promotes long-term value for shareholders

Following the sale of its RTLS SmartSpace business unit in December 2018, IQGeo continues to develop the Group’s activities in a structure that enables it to develop and execute its sales and marketing strategies designed to increase operational productivity across targeted industries through its technology. The myWorld business unit is concentrated on the communications and utilities industries.

The Group is focused on a three-point strategy to achieve the performance goals of the business:

Refocus the business

• Target key industries and top 200 global companies

• Develop customer-driven product roadmaps with subscription products

• Manage out legacy third-party product service business

Improve sales execution

• Strengthen go-to-market capabilities and geographic coverage

• Deploy metric-driven CRM and marketing automation resources

• Establish a broader, more consistent business pipeline

Reposition the product portfolio

• Solve enterprise-level business challenges

• Create a modular software architecture addressing known customer pain points

• Communicate the long-term value IQGeo products deliver to customers

 

Principle 2:

Seek to understand and meet shareholder expectations

The Company maintains a dedicated contact form which is prominently displayed on its website together with the Company’s address and phone number for investors to use.

The Company holds an Annual General Meeting (AGM) to which all members are invited. During the AGM, time is set aside specifically to allow questions from attending members to any Board member. As the Company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all communications received from members and determining the most appropriate response, engaging the executive team and Board as needed. In addition to these passive measures, the CEO typically engages with members through investor roadshows held at least twice each year following the release of results.

 

Principle 3:

Take into account wider stakeholder and social responsibilities and their implications for long-term success

In addition to members, the Company believes its main stakeholder groups are its employees, suppliers and customers.

The Company devotes significant time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback.

With regards to corporate social responsibility (CSR), IQGeo is engaged in a range of CSR programmes through corporate activities sponsored by its regional offices. In addition, the Company encourages employees to participate in local activities by giving each employee an annual charity day to volunteer for an organisation of their choice. IQGeo believes that participation in CSR activities is a fundamental responsibility of the Company. It encourages the personal development of employees and greater community integration, which helps contribute to the long-term success of the Company by creating a more experienced, passionate and productive workforce.

On 8 March 2018, London Stock Exchange published AIM Notice 50 outlining corporate governance practices. In accordance with the guidance, the Group has adopted the Quoted Company Alliance’s (QCA) Corporate Governance Code for Small and Mid-Sized Quoted Companies.

 

Principle 4:

Embed effective risk management, considering both opportunities and threats, throughout the organisation

Risk management on pages 26 to 29 of our 2018 Annual Report details risks to the business, how these are mitigated and the change in identified risks over the last reporting period.

The Board considers risk to the business at every Board meeting and the risk register is regularly reviewed. The Company formally reviews and documents the principal risks to the business at least annually.

Both the Board and senior managers are responsible for reviewing and evaluating risk and the Executive Directors meet at least monthly to review ongoing trading performance and discuss budgets, forecasts and new risks associated with ongoing trading.

Internal control

The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Group’s objectives. It should be recognised that such systems can only provide reasonable but not absolute assurance against material misstatement or loss. The Directors acknowledge their responsibilities for the Group’s system of internal control and for reviewing its effectiveness. The principal features of the system of internal financial controls are:

• budgetary control over all operations, measuring performance against pre-determined targets on at least a monthly basis;

• regular forecasting and reviews covering trading performance, assets, liabilities, cash flows and bank covenants;

• delegated limits of authority covering key financial commitments including capital expenditure and recruitment; and

• identification and management of key business risks.

The Board continually reviews the effectiveness of other internal controls, including financial, operational and compliance controls and risk management.

 

Principle 5:

Maintain the board as a well-functioning, balanced team led by the chair

The Company is controlled by the Board of Directors. The Board comprises the Non-Executive Chairman, three Non-Executive Directors and two Executive Directors. The Non-Executive Chairman is responsible for the running of the Board and Richard Petti, the Chief Executive, has responsibility for running the Group’s business and implementing Group strategy.

The Non-Executive Directors are required to be available to attend Board meetings and to deal with both regular and ad-hoc matters and they are expected to commit sufficient time to fully discharge their responsibilities. All Non-Executive Directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts.

Executive Directors work full time in the  business and have no other significant outside business commitments.

All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.

The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively but will continue to review the composition of the Board regularly.

The Board holds full meetings at least ten times per year, with attendance required in person whenever possible.

The principal matters that it considers are as follows:

• reviewing operating and financial performance;

• ensuring that appropriate management development and succession plans are in place;

• determining corporate strategy, including consideration and approval of the Company’s annual strategy review;

• establishing dividend policy;

• approving and accepting all new committed funding facilities;

• approving and accepting major changes in the capital structure of the Company;

• reviewing and approving formal treasury policies relating to funding, liquidity, transactional foreign exchange and interest rate risk management;

• reviewing the health and safety and environmental performance of the Group;

• approving corporate acquisitions, mergers, divestments, joint ventures and major capital expenditure; and

• receiving, reviewing and approving recommendations by the designated committee on matters related to audit, nominations and remuneration.

 

20 Board meetings were held in 2018.

Attendance at the meetings was as follows:

Total meetings attended

Peter Harverson 10 (20)

Paul Taylor 19 (20)

Richard Petti 20 (20)

Tim Gingell 20 (20)

Robert Sansom 17 (20)

Ian Kershaw 14 (20)

Oliver Scott 18 (20)

Figures in brackets denote the maximum number of meetings that could have been attended by that person.

 

Principle 6:

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board of Directors has overall responsibility for the Group. Its aim is to provide the leadership and industry-specific insight required to develop a successful business, through utilising the broad range of skills and experience of the Board members.

The Board is satisfied that, between the Directors, it has significant industry, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long term. The roles of the Chairman and CEO are split in accordance with best practice. The Chairman has responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. The CEO leads the business and the executive team ensuring that strategic and commercial objectives are met. He is accountable to the Board for the operational and financial performance of the business.

The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

The Nomination Committee also considers succession planning.

The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.

 

Principle 7:

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Board members are appointed with full consideration of the knowledge and skills that they will contribute to the Board and aligned to the needs of the Company at that time. The Chairman ensures that full consideration of the development of the Board is addressed by reviewing the Board composition annually in consultation with the other Board members. The Board, through its Remuneration Committee, ensures that appropriate annual performance targets are set for Executive Board members.

The Chairman routinely reviews the management and performance of the Board Committees and will address any performance concerns directly with the Chairman of, and/or participants of, that Committee. Over the next twelve months we intend to review the performance of the team as a unit to ensure that the members of the Board collectively function in an efficient and productive manner.

 

Principle 8:

Promote a corporate culture that is based on ethical values and behaviours

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. These values are reinforced with employees by the management team through annual business review sessions and form the cornerstone of the employee performance review process. The ethical standards at IQGeo are a key factor in the evaluation of individual performance and that of the entire Company.

 

Principle 9:

Maintain governance structures and processes that are fit for purpose and support good decision making by the Board

The Board of IQGeo Group plc currently comprises two Executive Directors, one Non-Executive Chairman and three Non-Executive Directors. For now, the Board considers its composition appropriate given the size of the Company, its revenues and profitability.

The key Board roles are as follows:

• Chairman: The primary responsibility of the Chairman is to lead the Board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. The Chairman has sufficient separation from the day-to-day business to be able to make independent decisions. The Chairman is also responsible for making sure that the Board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company’s strategy and its overall implementation.

• CEO: Charged with the delivery of the business model within the strategy set by the Board. Works with the Chairman and Non-Executive Directors in an open and transparent way. Keeps the Chairman and Board up to date with operational  performance, opportunities, risks and other issues to ensure that the business remains aligned with its key objectives.

The Board has three sub-committees as follows:

• Audit Committee

• Remuneration Committee

• Nomination Committee

Further details on the composition of these committees can be found on the Corporate Governance page.

Biographical details of all members of the Board are set out on Our People page on the corporate website.

   

Principle 10:

Communicate how the Company is governed and is performing by maintaining a dialogue with other relevant stakeholders

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting (AGM) and the one-to-one meetings with existing and prospective shareholders.

 

Updated 29 April 2019