Corporate Governance

Reviewed: 11/03/2020

Invinity Energy Systems is committed to high standards of corporate governance for which the Directors are accountable to stakeholders and particularly shareholders.

In 2018 the Directors adopted the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the London Stock Exchange’s changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code.

We have summarised how we comply with the QCA code below and will provide annual updates on our compliance with the QCA Code in our annual report.

  • Establish a strategy and business model which promote long-term value for shareholders.

The strategy of the Company is described in the Executive Chairman’s Report in the Annual Report and Accounts 2018. This strategy is communicated to the Invinity team by the Executive Directors, through a series of briefings and local meetings. These focus on providing updates to the strategy, as well as setting out how well the Group is progressing with strategic implementation, and discussing on how that local unit can play their part on delivering the Group strategy.

  • Seek to understand and meet shareholder needs and expectations.

The CFO and CEO meet with major shareholders regularly. During these meetings the shareholders views on the performance of the Group are understood and acted on as appropriate, ensuring any such actions are in the interests of all shareholders.

The Company’s major shareholders are long-term in nature, and as such the Board’s main objective is to deliver long-term value to these investors.

The Company provides shareholders and stakeholders with relevant information in a timely and balanced manner. We understand and respect the rights of shareholders, will convene Annual General Meetings in full consideration of these rights, and encourage full participation of both Institutional and Private investors.

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

The Board recognises its prime responsibility under corporate law is to promote the success of the Company for the benefit of its members as a whole. The Board also understands that it has a responsibility towards employees, partners, customers, suppliers and the customers and communities who ultimately benefit from its energy storage systems. Our corporate social responsibility approach continues to meet these expectations.

The Board also recognise the importance of soliciting feedback from its key stakeholders on an ongoing basis. Feedback received is considered and acted on where appropriate.

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

The Board will ensure that the Directors present a balanced and understandable assessment of the company’s position and prospects. The principal risks and uncertainties facing the Company, are set out in the Annual Report and Accounts 2018. These risks are reviewed by the Audit Committee at least annually, which will report its findings to the Board.

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

The roles and responsibilities of the Board and senior management are clearly defined and regularly reviewed.

The Board includes an appropriate balance of executive and non-executive directors, and meets formally four times a year and such other occasions as required by the exigencies of the business.

It is supplied with information by senior management in a timely and accurate manner, appropriate to enable it to discharge its duties of reviewing and approving the company’s strategy, budgets, major items of capital expenditure and acquisitions.

Three committees provide oversight to support the proper governance of the company:

  1. Audit committee ensures that the financial performance of the group is properly reported on and monitored, and an appropriate relationship is maintained with the company’s auditors
  2. Nomination committee oversees a formal and transparent procedure for the appointment and replacement of new Directors of the company and to the Board
  3. Remuneration committee ensures that processes designed to retain and remunerate the Executive Directors and management are consistent with current best practice
  • Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

The Board has an appropriate balance of skills and experience as well as an appropriate balance of personal qualities and capabilities.

The Board understands the challenge of diversity and is taking measures to address its current lack of diversity.

  • Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

The Chairman evaluates the performance of the Board and its committees on an ongoing basis and has concluded that the Board and its committees have performed effectively during the year. Key strategic issues and risks are discussed in an open and forthright issue, with decisions being made based on the factual data available. Each member of the Board provides input in their area of expertise and provides insightful contributions into the general business of the Company.

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

The values and culture of the Company are evident in the decisions made by the Board and the implementation by the CEO. The culture is evident in every aspect of the business, including the performance and reward system. The Board also understands that it has a responsibility to take into account, where practicable, the social, environmental and economic impact of its approach. The Company takes all operational decisions in a responsible and ethical manner, and manages the business for long term sustainable success.

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

The Company’s governance structures are in line with its corporate culture and appropriate to its size and capacity and tolerance for risk. The Board continuously monitors its governance and structures evolve over time to reflect the development of the Company.

  • Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Board welcomes dialogue with shareholders. The Annual Report, complimented by RNS announcements on key business developments are the main ways the Board communicates key information to shareholders. Our Annual Report provides an honest assessment of our progress in the year and an update on our Company strategy. The Company Convenes Annual General Meetings in full consideration of its desire to engage in dialogue with shareholders, and encourages full participation of both Institutional and Private investors.

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