The Directors recognise that it is in the best interests of the Company and its Shareholders, given the Company’s size to comply with the recommendations set out in the UK’s Quoted Companies Alliance Corporate Governance Code 2018 (the QCA Code).
In line with the QCA Code’s recommendation, the Board currently comprises 6 Directors: a Chief Executive Officer, a Non-Executive Chairman, a Chief Investment Officer, a Chief Financial Officer and 2 additional Non-Executive Directors (NEDs), one of whom acts as the senior independent director (the “SID”). The Board considers that appropriate oversight of the Company is provided by the Board.
As envisaged by the QCA Code, the Board has established Audit, Remuneration and Nomination Committees. In addition, the Board has established an ESG Committee.
The QCA Code’s Ten Principles of Corporate Governance are listed below, with an explanation of how the Company applies each of the principles and the reason for any aspect of non-compliance:
1) Establish a strategy and business model which promote long-term value for shareholders
The Company provides its shareholders and investors the opportunity to create long-term capital growth with positive, scalable, measurable and sustainable impact on the environment and on the communities it serves.
The Company’s approach to the investments it makes is generally to be actively engaged in creating, building and developing the businesses of its investee companies within its two core areas of focus: Energy Transition and Sustainability in the Built Environment. The Company’s strategy can be summarised as follows:
- deploy capital within its areas of interest that enables companies to build scale;
- source deal flow from, amongst other sources, the significant family offices that are its shareholders and co-investors, with many of which the Company has long-standing relationships;
- provide its expertise to help build and develop its investee companies;
- invest for the long term; the Company does not have a fixed time horizon for any of its investments; and
- source additional capital from its shareholders and other investors to co-invest alongside the Company, thereby aligning their interests with the Company’s and building enterprise value for its shareholders in the process.
The key elements of the Company’s business model include:
- leverage its team’s long and broad experience in the financial markets generally and within the Company’s core areas of focus in particular;
- accelerate the growth of its investee companies through investment of catalytic capital and the proactive engagement by the Company and its shareholders;
- access intentional capital globally to maximise impact through scale;
- acquire equity stakes in its investee companies appropriate for the amount of capital invested and negotiate opportunities to earn additional equity from its in-depth participation in the development of their businesses and the achievement of meaningful and well-defined key milestones and metrics;
- evaluate and implement sustainable business strategies in its investee companies within its core areas of focus;
- seek to develop, implement and monitor impact measurement with its investee companies to provide transparency not just to the targeted financial returns from their investments, but also the impact results; and
- adopt flexible time horizons to benefit from opportunities by investing into both near-term opportunities and the full growth cycle of its assets.
2) Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communications and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting and any other General Meetings that are held throughout the year.
Investors also have access to current information on the Company through this website https://ixnetzero.com/ and through Steven Oyer, Chief Executive Officer, who is available to answer investor enquiries. The Company provides regulatory, financial and business news updates through the Regulatory News Service in accordance with the AIM Rules for Companies.
3) Take into account wider stakeholder and social responsibilities and their implications for long-term success
There are a number of key relationships and resources that are fundamental to the Company’s success, which include, amongst other things, relationships with energy companies, advisors, consultant suppliers, contractors, employees and potential investors. These relationships are key components to the successful running of the Company’s investments and are reviewed by the Board and management on a regular basis to ensure that all potential risks are mitigated. To the extent any issues or concerns come to light following such review, or upon engagement with such stakeholders, the Company seeks to address matters in an expeditious manner in order to preserve and strengthen relationships.
The Board recognises that the long-term success of the Company will be enhanced by good relations with different internal and external groups. To understand their needs, interest and expectations, the Board has established a range of processes and systems to ensure that there are ongoing two-way communication, control and feedback processes in place with to enable appropriate and timely response.
4) Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board regularly reviews the risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk. The principal risks and uncertainties facing the Company at this stage and in the foreseeable future are detailed in the Risk Factors set out in Part 3 of the Company’s AIM Admission Document which is available at https://ixnetzero.com/investors/ and updated in its annual report and accounts, which will be available on the Company’s website https://ixnetzero.com/investors/.
Maintain a dynamic management framework
5) Maintain the board as a well-functioning, balanced team led by the chair
The Board’s role is to agree to the Company’s long-term direction and strategy and monitor achievement of key milestones against its business objectives. The Board meets formally at least six times a year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic, operational and financial matters.
The Board is comprised of a Chief Executive Officer (Steven Oyer) an independent Non-Executive Chairman (Nicholas Hurd), a Chief Investment Officer (Pär Lindström), a Chief Financial Officer (Dmitri Tsvetkov) and two independent NEDs (Alice Chapple and Patricia McCall). Each Director serves on the Board until the Annual General Meeting following his or her election or appointment. Under the Company’s articles of association all directors are required to submit themselves for re-election every year. The Chief Executive Officer works full time for the Company. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a director. The Board meets regularly throughout the year as deemed appropriate formally and informally, in person, virtually by video conference and by telephone.
The Company keeps under review the constitution of the Board and may seek to add more members as required as the Company grows and develops.
The Board, as a whole, considers the NEDs to be independent of the management team and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board has implemented an effective committee structure to assist in the discharge of its responsibilities. All committees of the Board have written terms of reference dealing with their authority and duties. Membership of the Audit, Remuneration and Nominations Committees is comprised exclusively of Non-Executive Directors.
6) Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board considers the current balance of sector, financial and public market skills and experience which it embodies is appropriate for the size and stage of development of the Company and that the Board has the skills and requisite experience necessary to execute the Company’s strategy and business plan whist also enabling each Director to discharge their fiduciary duties effectively. Biographies for each member of the Board is provided on the Company’s website at https://ixnetzero.com/about-us.
All Directors, through their involvement in other listed companies as well as the Company, including attendance at seminars, forums and industry events and through their memberships of various professional bodies, keep their skill sets up to date.
The Board reviews annually, and when required, the appropriateness of its mix of skills and experience to ensure that it meets the changing needs of the Company.
The Company has a professional Company Secretary in Jersey who, along with other members of management, assists the Chief Executive Officer in preparing for and running effective Board meetings, including the timely dissemination of appropriate information. The Company Secretary provides advice and guidance to the extent required by the Board on the legal and regulatory environment.
7) Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Review of the Company’s progress against the long-term strategy and aims of the business provides a means to measure the effectiveness of the Board. This progress is reviewed in Board meetings held at least six times a year. The Chief Executive Officer’s performance is reviewed once a year by the rest of the Board (or more frequently as the Board may determine) and measured against a definitive list of short, medium and long-term strategic targets set by the Board.
The Company conducts periodic reviews of its Board succession planning protocols which includes an assessment of the number of Board members and relative experience of each Board member vis-a-vis the Company’s requirements given its stage of development, with the goal of having in place an adequate and sufficiently experienced Board at all times.
8) Promote a corporate culture that is based on ethical values and behaviours
The corporate culture of the Company is promoted throughout its employees and is underpinned by compliance with local regulations and the implementation and regular review and enforcement of various policies including a Share Dealing Code, Anti-Corruption and Anti-Bribery Policy, Whistleblowing Policy and Social Media Policy so that all aspects of the Company are run in a robust and responsible way.
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave. The importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this is reflected in all the Company does. Similarly, the Board strongly encourages each of the Company’s investee companies to recognise the importance of sound ethical values and behaviours and adopt similar efforts to ensure that they are reflected in the investee companies’ own corporate cultures. The Company promotes and reinforces its values and behaviours with its investee companies through its deep and regular interactions with them.
9) Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is responsible for setting the vision and strategy for the Company to deliver value to the Company’s shareholders by effectively putting in place its business model.
The roles and responsibility of the Chief Executive Officer, Non-Executive Chairman and other Directors are laid out below:
The Chief Executive Officer’s primary responsibilities are to: implement the Company’s strategy in consultation with the Board; take responsibility for new investment opportunities and existing investments; run the Company on a day-by-day basis; implement the decisions of the Board; monitor, review and manage key risks; act as the Company’s primary spokesman; communicate with external audiences such as investors, analysts and media; be responsible for the administration of all aspects of the Company; oversee the accounting function of all group companies and deal with all matters relating to the independent audit.
The Non-Executive Chairman’s primary responsibilities are to: lead the Board and to ensure the effective working of the Board; in consultation with the Board, ensure good corporate governance and set clear expectations with regards to the Company culture, values and behaviour; set the Board’s agenda and ensure that all Directors are encouraged to participate fully in the decision-making process of the Board and take responsibility for relationships with the Company’s professional advisers and major shareholders.
The NEDs participate in all Board level decisions and play a particular role in the determination and articulation of strategy. The NEDs provide oversight and scrutiny of the performance of the Company’s executive Directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicates and executes the agreed strategy and operates within the risk management framework.
The QCA Code invites companies to consider whether to appoint one of its independent non-executive directors to be the senior independent director. The SID should act as a sounding board and intermediary for the Chair or other board members, as necessary and should be an alternative route of access for Shareholders and other directors who have a concern that cannot be raised through the normal channels. The Company’s SID is Alice Chapple.
The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Board is supported by the Audit, Remuneration and Nomination committees as described below. Whilst not a requirement of the QCA Code, the Company also has an ESG committee.
- The Audit Committee comprises Alice Chapple as Chair and Patricia McCall, both of whom are independent non-executive Directors.
- The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s executive management team and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
- The Audit Committee will normally meet at least three times a year at appropriate times in the reporting and audit cycle.
- The Remuneration Committee comprises Patricia McCall as Chair and Alice Chapple.
- The Remuneration Committee will review the performance of the Company’s executive Directors, the Chair and senior management team and make recommendations to the board on matters relating to their remuneration and terms of service.
- The Remuneration Committee will normally meet at least three times a year.
- The Nomination Committee comprises Nicholas Hurd as Chairman and Alice Chapple.
- The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning.
- The Nomination Committee will meet at least twice a year at appropriate times in the reporting cycle.
- The ESG Committee comprises Nicholas Hurd as Chairman, Steven Oyer and Alice Chapple. It is also expected that certain members of the Company’s Advisory Council may be enlisted to join the ESG Committee.
- The ESG Committee will serve as an advisory adjunct to the Board. Its mission is to authenticate and guide all aspects of the operations and investments of the Company from an ESG perspective.
- The Committee will periodically assess the initiatives of the Company to determine accountability to Company-held and third-party standards adopted by the Company as part of its overall ethos. This periodic assessment will guide internal management planning and resource allocation that assures equity amongst all stakeholders.
- The ESG Committee will meet at least twice a year at appropriate times in the reporting cycle.
10) Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company.
The Company also provides regular updates on the progress of the Company, detailing recent business and strategy developments in news releases which are available on the RNS Announcements section of the Company’s website https://ixnetzero.com/.
The Company’s financial reports can be found on the Reports, Presentations & Publications page of its website https://ixnetzero.com/ . The Company has elected to host its Annual General Meetings (AGMs) in London. The Directors believe hosting the AGM in London will enhance engagement with the Company’s shareholders by making the meeting more accessible.
The Company will also participate in various investor events, including conferences and presentation evenings, at which shareholders can meet with management in person to answer queries, provide information on current developments and to take into consideration shareholder views and suggestions.
The Board is always open to receiving feedback from shareholders. Communications should be directed to email@example.com . The Chief Executive Officer has been appointed to manage the relationship between the Company and its shareholders and will review and report to the Board on any communications received.
This section was last updated on 31 December 2022.