Corporate Governance

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Last reviewed: 06/09/2024

Introduction:

Invinity Energy Systems plc (the ‘Company’ or ‘IES’) is an AIM quoted company and is required by the London Stock Exchange to apply a recognised corporate governance code. The Company is required to give details of how it complies with the chosen code and, where it departs from the code, provide an explanation of the reasons for doing so.

The Board of Directors of the Company (the ‘Board’) is fully committed to high standards of corporate governance and has chosen to apply and report against the Quoted Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’) which has been designed for small to mid-sized companies and which has been adopted by many AIM quoted companies.

The Board is required to assess its compliance with the QCA Code on an annual basis and publish the status of compliance on the website and in the Annual Report. As part of the annual review, the Board considers whether it continues to remain appropriate to apply the QCA Code.

Chairman’s Governance Statement

As Chairman of the Company, I believe that good governance helps to underpin the foundations of a solid and successful business and delivery of shareholder value. Invinity’s Board is committed to maintaining high standards of corporate governance for which the Directors are accountable to shareholders and stakeholders and to ensuring that the Company’s values are communicated and upheld across the Group. The Board recognises that corporate governance practices will need to be regularly reviewed as the Company grows to ensure that they remain appropriate and effective.

Neil O’Brien, Chairman

APPLICATION OF THE QCA CODE

The QCA Code has ten principles of corporate governance that the Company has committed to apply across the business. These principles are:

Establish a strategy and business model which aims to promote long-term value for shareholders;
Seek to understand and meet shareholder needs and expectations;
Consider wider stakeholder and social responsibilities and their implications for long term success;
Embed effective risk management, considering both opportunities and threats, throughout the organisation;
Maintain the board as a well-functioning balanced team led by the Chair;
Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
Promote a corporate culture that is based on ethical values and behaviours;
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board;
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

DISCLOSURES

The QCA Code requires Invinity to apply the ten principles and publish certain disclosures in the Annual Report and also on the website.

Website disclosures:

Principle Two: Seek to understand and meet shareholder needs and expectations.

Disclosure: Explain the ways in which the Company seeks to engage with shareholders.

The Company seeks to provide shareholders with relevant information in a timely manner and engages with shareholders in a variety of ways:

Regulatory news flow: the Company issues financial results on a half yearly basis, trading updates, releases relating to significant developments and events relevant to the Company’s business and releases of a regulatory nature.
Meetings: the executive directors meet from time to time with major shareholders and the investment community which allows exposure to new investors. This process includes roadshow presentations, one-to-one meetings, analyst briefings and press interviews. The CEO regularly briefs the Board on these contacts and relays the views expressed. Copies of analyst research notes, press reports, industry articles and details of share trading and register analyses are shared with directors which allows the Board to keep up to date with the views of the investment community and industry developments and activity.
Website: the Company’s website is updated regularly with corporate updates, presentations and interviews which ensures that existing and potential investors have access to up to date and relevant information.
Webinars: the Company holds regular interactive shareholder webinars which have been designed to give shareholders a chance to put questions to management.
Newsletters: a regular newsletter is issued which allows subscribers to keep which gives a regular
Annual Report: the Company’s annual report gives a detailed overview of the Company’s strategy, operations, financial position, risk profile and remuneration structure and is available in hard copy and on the website. This ensures that existing and potential investors are provided with the information that they need to make an assessment of the Company’s performance and prospects.
Annual General Meeting (AGM): the AGM is attended by all directors except in exceptional circumstances and the CEO gives an operational update which is also posted on the Company’s website. The AGM gives shareholders the opportunity to address questions to the Board.

The CEO, with the support of the Chief Commercial Officer, has primary responsibility for shareholder liaison and the Chairman is available to meet with shareholders if requested. The Senior Independent Director is the contact for shareholders, employees, consultants, contractors or anyone with concerns which they believe have not been adequately addressed by the Chairman or CEO and contact details are provided on the Company’s website. The Director of Communications & Investor Relations is the primary contact for routine questions regarding shareholdings.

In all communications with shareholders and the market the Company maintains strict compliance with the requirements of the AIM Rules and Market Abuse Regulation.

The Company’s website provides a facility for questions from investors, press, customers, sales and other general enquiries.

Principle Three: Consider wider stakeholder and social responsibilities and their implications for long term success.

Disclosure: Explain how the business model identifies the key resources and relationships on which the business relies.

The Board recognises its responsibility to promote the success of the Company for the benefit of its members as a whole whilst taking into account the interests of other stakeholders including employees, partners, customers, suppliers and the environment and communities in which it operates. The Company is committed to fulfilling its social responsibility to all stakeholders and making a positive social impact within the communities in which it operates. The Company has signed up to The SME Climate Commitment and has committed to halve its carbon intensity before 2030 per capita and to achieve net zero emissions before 2050.

The Board recognises that pro-active engagement with its stakeholders is essential for successful delivery of the Company’s strategy. The Company has adopted policies and practices such as our Environmental Impact Policy, to support the creation of a sustainable energy infrastructure, and our Social Impact Policy to support employee health, safety and wellbeing and to strengthen diversity and inclusion. The Company also collaborates with communities and works with educational establishments to share knowledge.

Disclosure: Explain how the Company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback.

The Company’s stakeholders include staff, contractors, consultants, suppliers, customers, partners and regulatory authorities. The Company takes every opportunity to ensure that where possible the views of its stakeholders are considered and acted upon when these are believed likely to bring material benefit to the success and integrity of the Company’s business activities.

Principle Seven: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

Disclosure: Include a description of the Board performance evaluation process.

The Board considers that its effectiveness and the individual performance of its directors is vital to the success of the Company.

During 2023, the Board conducted an internal Board performance evaluation exercise. Each Board member completed a questionnaire which focused on strategy, risks and controls, Board processes, Board structure and development and the work and composition of the Board Committees. The responses were collated and summarised by an external Company Secretary in consultation with the Chairman and the key conclusions tabled and discussed at a Board meeting. The Board has considered and will implement any actions or changes to Board processes which are required as a consequence of the performance evaluation exercise.

Post the successful fundraising in May 2024, there are a number of Board changes expected to occur as Invinity redomiciles to the UK and the UK Infrastructure Bank takes up their Board position. The Board will evaluate performance and any gaps in knowledge and experience that may occur with these changes later in 2024.

Principle Eight: Promote a corporate culture that is based on ethical values and behaviours.

Disclosure: Explain how the Board ensures that the Company has the means to determine ethical values and behaviours.

The Company is committed to ensuring that there is a healthy corporate culture and has put in place policies and procedures which are designed to ensure that ethical and transparent behaviour is recognised and followed across the Group. These include a Code of Conduct, Share Dealing Code and policies on whistleblowing, equal opportunities, modern slavery, anti-bribery and corruption and procurement. The Company also has policies in place in respect of health and safety, environmental impact, biodiversity and social impact.

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

Disclosure: Describe the roles and responsibilities of the chair, chief executive and other directors with responsibilities.

Neil O’Brien (Non-Executive Chairman of the Board) is chair of the Nomination Committee and attends the other Board committee meetings as requested. His key responsibilities are:

ensuring that the Board delegates responsibility for executive management matters whilst retaining sufficient oversight to ensure the agreed strategy is delivered, objectives are met and board decisions are implemented;
ensuring the effective running of the Board and ensuring that the Board as a whole plays a full and constructive part in the development and determination and approval of the company’s strategy and overall objectives;
setting the agenda for Board meetings and ensuring that the Board receives timely and accurate information to enable it to focus on the key issues facing the company;
ensuring that the Board develops an understanding of the views of the major investors in the Group and are informed of shareholders views and concerns;
ensuring that the overall composition of the Board and Board committees remains appropriate;
overseeing the board performance process;
promoting the highest standards of integrity, probity and corporate governance across the Group.

The key responsibilities of Jonathan Marren (Chief Executive Officer) are:

all executive management matters affecting the company;
implementing the decisions of the Board and its committees and delivering against the agreed strategy and objectives;
management of all staff matters below Board level;
maintaining a dialogue with the Chairman on the key issues facing the Group;
ensuring that the management team provides reports to the Board which contain accurate, timely and clear information;
leading and maintaining relationships with key external stakeholders including shareholders, regulators and Governments;
promoting and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.

Matt Harper (Chief Commercial Officer) is accountable for commercial operations across the Group and works with the CEO on delivery of the Company’s strategy.

Invinity’s CFO is accountable for the financial performance of the Group, working with the CEO on delivery of the Company’s strategy.

Raj Kohli (Senior Independent Director) is chair of the ESG Committee and is also a member of the Remuneration, Audit & Risk and Nomination Committees. His main responsibilities as Senior Independent Director are:

providing a sounding board for the Chairman and acting as an intermediary for Board members;
acting as a point of contact for shareholders who have concerns which have not been adequately addressed by the Chairman; and
coordinating the Chairman’s appraisal.

Michael Farrow (Non-Executive Director) is chair of the Audit & Risk Committee and is also a member of the Remuneration, Nomination and ESG Committees.

Kristina Peterson (Non-Executive Director) is chair of the Remuneration Committee and is also a member of the Audit & Risk Committee.

Disclosure: Describe which matters are reserved for the Board.

The Board has approved a schedule of powers which are reserved for the full Board of Directors and which will not be delegated to the Company’s executive directors. The Board has delegated certain of its powers to committees as it thinks fit to exercise. Specific areas of delegation are set out in the terms of reference for the Remuneration, Nomination, Audit & Risk and ESG Committees, with the final decision on these matters to be taken by the whole Board.

The following matters are reserved for the Board:

1) Strategy and Management:

Responsibility for the overall leadership of the Group and setting the Company’s values and standards
Approval of the Group’s strategic aims and objectives
Approval of the annual operating and capital expenditure budgets and any material changes
to them
Oversight of the Group’s operations including systems of internal controls, accounting records and compliance with statutory and regulatory obligations
Review of Group performance
Extension of the Group’s activities into new business or geographic areas
Any decision to cease to operate all or any material part of the Group’s business
Entering into a joint venture with any other person.

2) Structure and Capital

Changes relating to the Group’s capital structure
Major changes to the Group’s corporate structure
Changes to the Group’s management and control structure, listing status, articles of association, registered office and name
Incorporation of a new entity or branch or change in trading status of an existing company
Approval of unbudgeted loans, guarantees or borrowings or speculative financial transactions by the Group
Approval of asset trades, pledges or other guarantees or security given by the Group for budgeted amounts in excess of £1,000,000 and for any unbudgeted amounts.

3) Financial reporting and controls

Approval of the interim and full year results
Approval of the annual report and accounts
Approval of treasury policies
Approval of any significant changes in accounting policies or practices
Approval of any bank facilities or external loans
Approval of material unbudgeted capital or operating expenditures

4) Internal controls

Ensuring maintenance of a sound system of internal control and risk management
Reviewing the effectiveness of the Group’s risk and control processes
Approving procedures for the detection of fraud and the prevention of bribery.

5) Contracts

Approval of major capital projects and all material bank borrowings
Approval of material contracts (strategically or by reason of size) and acquisitions or disposals of fixed assets above £2 million
Approval of contracts not in the ordinary course of business
Approval of any reverse takeover, Class 1 or 2 transactions or related party transactions
Approval of any takeover offer from another company.

6) Communication

Ensuring a satisfactory dialogue with shareholders
Approval of resolutions and documentation for general meetings
Approval of all Stock Exchange circulars, prospectuses and listing particulars
Approval of press releases concerning matters decided by the Board.

7) Board membership and other appointments

Changes to the structure, size and composition of the Board including Board appointments, service contracts of the executive directors and membership of committees
Ensuring adequate succession planning for the Board and senior management
Appointment or removal of the Company Secretary
Appointment, reappointment or removal of the external auditor
Appointments to boards of subsidiaries.

8) Remuneration

Determining remuneration policy for the directors and other senior executives
Determining the remuneration of the non-executive directors
Introduction of new share incentive plans or major changes to existing plans
Granting of shares or share options awards
Determining the annual cash bonus payments to directors and staff.

9) Delegation of authority

Approval of the delegated levels of authority including the CEO’s authority limits
Establishing Board committees and approving their terms of reference and any material changes.

10) Corporate governance

Review of the Group’s overall corporate governance arrangements
Undertaking reviews of Board and committee performance and that of individual directors
Agreeing the division of responsibilities
Receiving and communicating to the Board the views of shareholders
Authorising conflicts of interest.

11) Other matters

Approval of policies
Approving any political donations
Approval of the appointment of the Group’s principal professional advisers
Prosecution, commencement, defence or settlement of litigation
Approval of the overall levels of insurance for the Group including directors’ and officers’ liability insurance and indemnification of directors
Any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational
This schedule of matters reserved for Board decisions.

Disclosure: Describe the roles of any committees.

The Audit & Risk Committee meets several times during the financial year and consists of three members, all Non-Executive Directors. The key responsibilities of the Audit & Risk Committee are reviewing and reporting to the Board on matters relating to:

the audit plans of the external auditors;
the Group’s overall framework for financial reporting and internal controls;
the Group’s overall framework for risk management;
the accounting policies and practices of the Group;
the annual and periodic financial reporting carried out by the Group; and
the independence and performance of the external auditors.

The Remuneration Committee meets at least once a year and consists of three members, all Non-Executive Directors. The key responsibilities of the Remuneration Committee are:

considering and reporting on the remuneration policy for the Group
undertaking the annual remuneration review for the executive directors including any bonus awards
setting the parameters for the annual staff remuneration review
overseeing the operation of the Company’s share plans including approving awards and vesting of options to employees including the executive directors.

The Nomination Committee meets on an ad hoc basis and consists of the Chairman and two Non-Executive Directors. The key responsibilities of the Nomination Committee are to consider Board member succession, review the structure and composition of the Board and its Committees and identify and make recommendations for any changes to the Board.

The ESG Committee was established in 2022 to focus on ensuring Invinity meets and achieves its legislative requirements by providing guidance in relation to ESG issues. The Committee meets at least twice a year.

Disclosure: Describe plans for evolution of the governance framework.

The Board recognises that the Company’s corporate governance practices and internal control and risk management processes will need to evolve as the business grows and will keep these under regular review to ensure that they remain appropriate and effective.

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

Disclosure: Disclose outcome of votes and describe any actions to be taken where a significant proportion of votes have been cast against a resolution.

The Company announces detailed results of shareholder voting at its general meetings to the market. The Company will continue to provide this information after general meetings. Should there be a situation where there is a significant vote against a resolution at general meeting the Company will provide an explanation of what action it intends to take to understand the reasons behind the vote result and any action it has taken or will take as a result of the vote.

Disclosure: Include historical annual reports and governance-related material on the website.

Copies of the Company’s report and accounts, and all other shareholder communications are maintained on the Company’s website.

Annual Report disclosures:
Our Annual Report disclosures are as follows:

QCA Code Principle	Disclosure
1	Explain the company’s business model and strategy, including key challenges in their execution and how those will be addressed.	The Company has four key goals forming its strategy, published on pages 12 to 13 in the 2022 Annual Report, which are to deliver its projects to its customers, close new deals, progress the next-generation product, code-named “Mistral” alongside partner Siemens Gamesa, and maintain and improve operational excellence as the Company continues to grow. The Company provided a progress report against these key goals in the 2023 Annual Report as part of the CEO’s report on pages 8 to 11. The key challenges to delivery of the Company’s strategy are described in the Risk Management Report in the Strategic Report contained in the 2023 Annual Report on pages 14 to 17.
4	Describe how the board has embedded effective risk management in order to execute and deliver strategy. This should include a description of what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective.	The Company’s approach to the identification and management of risk is set out in the Risk Management Report in the Strategic Report contained in the 2023 Annual Report on pages 14 to 17.
5	Identify those directors who are considered to be independent; where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.	The Board currently has a Non-Executive Chairman, Chief Executive Officer, Chief Commercial Officer, Senior Independent Director and two further Non-Executive Directors. The Board considers that the Chairman and all the Non-Executive Directors are independent. Further details are provided on page 25 of the 2023 Annual Report.
	Describe the time commitment required from directors (including non-executive directors as well as part-time executive directors).	The executive directors are expected to devote substantially the whole of their time to their duties with the Company. Executive Directors are permitted to engage in other activities and businesses outside the Group providing that there is no risk of conflict with their executive duties and subject to full Board disclosure. Details of the time commitment required from the Non-Executive Directors is described on page 25 of the 2023 Annual Report.
	Include the number of meetings of the board (and any committees) during the year, together with the attendance record of each director.	Attendance at meetings is shown on the following pages of the 2023 Annual Report: Board – p.25 Audit & Risk Committee – p.27 ESG Committee – p.28 Nomination Committee – p.29 Remuneration Committee – p.36
6	Identify each director.	Information on each of the Directors is provided on pages 22 and 23 of the 2023 Annual Report.
	Describe the relevant experience, skills and personal qualities and capabilities that each director brings to the board (a simple list of current and past roles is insufficient); the statement should demonstrate how the board as a whole contains (or will contain) the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the company for the benefit of the shareholders over the medium to long- term.	The Directors have a wide range of skills and industry experience including technical, operational, commercial and financial both in the UK and internationally. The Chairman and Non-Executive Directors hold/have held senior management, board and advisory positions in the energy storage and other industries and bring relevant experience from their current and previous positions. The background history of each of the Directors is on pages 22 and 23 of the 2023 Annual Report

	Explain how each director keeps his/her skillset up-to-date.	The Board as a whole has significant experience both within the industry and in public and financial markets. The Board receives support and advice from its Nomad on AIM requirements as and when required. The Board supports Directors who wish to receive ongoing training and education relating to their duties.
	Where the board or any committee has sought external advice on a significant matter, this must be described and explained.	The Board obtained external advice in connection with the fundraisings in 2023 and 2024. The Remuneration committee obtained advice from Alvarez and Marsal on Executive and Non-Executive Directors remuneration and to review the current long-term incentive arrangements.
	Where external advisers to the board or any of its committees have been engaged, explain their role.	The Directors seek advice as appropriate from the Company’s Nomad, auditors and lawyers (corporate, employment and commercial).
	Describe any internal advisory responsibilities, such as the roles performed by the company secretary and the senior independent director, in advising and supporting the board.	The provision of company secretarial services is described on page 26 of the 2023 Annual Report. The role of the Senior Independent Director is described on page 25 of the 2023 Annual Report.
7	Include a high-level explanation of the board performance effectiveness process.	See Website disclosure: Principle Seven above
	Where a board performance evaluation has taken place in the year, provide a brief overview of it, how it was conducted and its results and recommendations. Progress against previous recommendations should also be addressed.	The Board performance evaluation process is described on page 25 of the 2023 Annual Report
8	Include in the Chair’s corporate governance statement how the culture is consistent with the company’s objectives, strategy and business model in the strategic report and with the description of principal risks and uncertainties. The statement should explain what the board does to monitor and promote a healthy corporate culture and how the board assesses the state of the culture at present.	See Website disclosure: Principle Eight above.
10	Describe the work of any board committees undertaken during the year.	The work undertaken by Board committees is shown on the following pages of the 2023 Annual Report: Audit & Risk Committee – p.27-28 ESG Committee – p.28 Nomination Committee – p.29 Remuneration Committee – p.30
	Include an audit committee report (or equivalent report if such committee is not in place).	See pages 27 and 28 of 2023 Annual Report
	Include a remuneration committee report (or equivalent report if such committee is not in place).	See pages 30 to 39 of 2023 Annual Report
	If the company has not published one or more of the disclosures set out under Principles 1-9, the omitted disclosures must be identified and the reason for their omission explained.	The Company has published all of the disclosures set out under Principles 1-9 and has not omitted any disclosures.