QCA Code — Ten Principles
Annual Reports →The corporate governance framework which the Group operates is based upon practices the Board believes are proportionate to the size, risks, complexity and operations of the business. The Board considers the updated QCA Code to be well suited to the Group. Full details are included in each Annual Report and Accounts.
1. Establish a strategy and business model which promote long-term value
Following an extended period of strategic investment, the Board appointed Klaas van der Leest as CEO in April 2018 to return the Group to profitability. The Group executed a '5C' strategy (Colleagues, Customers, Channels, Code, Cash) and has now embarked on Phase Two with a '6C' strategy adding Corporate Development, focused on scalability and accelerated revenue growth.
Compliant / In progress2. Seek to understand and meet shareholders' needs and expectations
The Company places a high priority on communications with shareholders through Annual Reports, full-year and half-year announcements, trading updates and the AGM. All stock exchange announcements are available on ir.intercede.com. Institutional shareholder meetings are arranged by the Group's nominated adviser and broker, Cavendish Capital Markets Limited.
Compliant / In progress3. Take into account wider stakeholder and social responsibilities
The Board considers colleagues, channel partners, customers, shareholders, suppliers, industry bodies and communities. Regular all-colleague briefings, periodic colleague surveys, and active community engagement including charity initiatives selected by employee vote.
Compliant / In progress4. Embed effective risk management throughout the organisation
Group-wide risk management is the responsibility of the Board, supported by the Audit Committee and operationally overseen by the Chief Operating Officer. The Group holds ISO 27001 certification in addition to longstanding ISO 9001 accreditation and Cyber Essentials. Key risks are recorded in a Group Risk Register reviewed regularly by the Board.
Compliant / In progress5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board comprises two executive and four non-executive directors, two of whom are independent. The Board has established three committees: Audit, Remuneration and Nominations. The Board meets at least four times per year and is responsible for overall Group strategy, acquisition and divestment policy and significant financing matters.
Compliant / In progress6. Ensure directors have necessary up-to-date experience, skills and capabilities
All Board members have been appointed because of their experience and expertise. The Board encompasses technology leadership, financial management, legal and investment expertise, and government/defence sector knowledge. Director biographies, time commitments and external appointments are disclosed in full.
Compliant / In progress7. Evaluate board performance based on clear and relevant objectives
The Group has a strategic plan centred on the '6C' strategy. Given recent additions of independent directors, a formal externally facilitated Board effectiveness review is planned for the new fiscal year. The increased revenues coupled with cost streamlining have contributed to a significant turnaround.
Compliant / In progress8. Promote a corporate culture based on ethical values and behaviours
The Board is committed to an open and transparent corporate culture. This includes environmental considerations such as an EV car scheme, LED lighting, consolidation of office space, and recycling programmes. Community engagement is highly valued and charity initiatives are supported by employee vote.
Compliant / In progress9. Maintain governance structures and processes that are fit for purpose
The Board provides strategic leadership and operates within a robust corporate governance framework. Three sub-committees (Audit, Remuneration and Nominations) each have written terms of reference approved by the Board. An Executive Management Team (EMT) and Operating Management Team (OMT) support day-to-day operations.
Compliant / In progress10. Communicate how the company is governed and is performing
Regular dialogue with shareholders through results presentations, investor roadshows, the AGM and this IR website. The Audit Committee report, Remuneration Committee report and ESG Committee activities are reported in the Annual Report. All regulatory news is published via LSE RNS and on ir.intercede.com.
Compliant / In progress