Governance continues to be crucial to any company’s future development. The Board recognises that good governance:
- can help create value by reducing the risks that we face as we seek to create value for our shareholders; and
- can be used to support our values and behaviours.
A good governance framework can provide solid foundations from which to support leadership, accountability, transparency and disclosure. Strong systems and processes for informed decision-making ensure that the Board and its Committees are provided with:
- clear agendas and timely information that is delivered through good quality briefing materials;
- information that covers all relevant factors;
and consequently that our deliberations consider the risks, as well as the opportunities, inherent in the topics before us.
The Company has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code (the “QCA Code”). This statement sets out how the Company complies with the QCA’s Ten Principles of Corporate Governance.
Chris Spencer, Non-Executive Chairman
Last reviewed on 19 July 2019
QCA Code Principles and how we comply
The Group is a healthcare technology business focused on streamlining the delivery of care by healthcare professionals. Induction’s technology helps healthcare professionals save time and deliver care more efficiently, whilst giving Healthcare Institutions the analytics to allow them to identify bottlenecks and reallocate resources so that they can be used in the most efficient way.
The Group's vision is to deliver the benefits of streamlined care through a suite of modules addressing a number of specific healthcare challenges such as communication, staff management, clinical pathways, training and regulatory compliance, supported by a full set of analytics and integrations with other major healthcare technology providers.
Induction’s strategy is to leverage its large and fast growing user base, comprised of more than 76,200 registered users (as at 28 February 2019), as a way to bring technology to healthcare delivery at the grass roots level. Over the next 24 months, the Directors' intention is to grow Induction’s number of users, the breadth of its technological functionality, and its geographic reach, through a buy and build strategy.
Going forward, the Group will utilise its annual general meeting (“AGM”) and annual report to communicate to shareholders its medium to long-term objectives and its plan to realise these goals.
The Company is committed to listening to, and openly communicating with, its shareholders to ensure that its business, strategy and performance are clearly understood and supported. The Board will seek dialogue with its shareholders via investor roadshows, one to one meetings, and regular reporting as a listed company. The Board believes that open communication with investors, and the sell-side research community, is the best way to ensure it understands what is expected of the Company to allow it to drive the Group's business forward.
Throughout the year the CEO and CFO will meet with institutional and other shareholders and the Board will be provided with feedback from all meetings and communications with shareholders. The Board is provided with an analysis of the investor base at each meeting and research notes by sell-side analysts are circulated to all Directors. Further information on investor sentiment is provided to the Board by the Company’s brokers and financial PR advisors.
The Group recognises the importance of retail shareholders and the Investor Relations section of the Group’s website is regularly updated with the aim of providing good information for all investors, but particularly retail shareholders. The website offers a facility to sign up for email alert notifications of Company news and regulatory announcements.
The AGM provides the main forum for face to face interaction between the Board and the Company’s retail shareholders. Shareholders will be given notice of the AGM at least 21 days before the meeting. All Directors will attend the AGM at which the Chairman will present a statement on current trading and there will be an opportunity to ask questions formally.
Directors will be available following the meeting for informal discussions. While voting at the AGM will be on a show of hands, the proxy voting results (including any votes withheld) will be announced at the meeting.
The Company’s stakeholders include shareholders, employees, its registered users, its customers and its business suppliers.
The Board values the opinions of the stakeholders in the business and will regularly seek to ensure that the views of its shareholders, suppliers and partners are known and where relevant to the success of our business they are acted upon.
One of our most important stakeholder groups is our employees. The Company engages regularly with its employees and monitors closely the views and concerns raised. We communicate thoroughly with all stakeholders and use the experience we gain from those interactions to inform our strategy.
The Board, assisted by the Audit Committee, is ultimately responsible for overseeing management’s activities in identifying, evaluating and managing the risks facing the Group. The environment in which we operate is constantly evolving and can be affected by externalities that are outside of our control and which may impact on us operationally. As new risks arise, the potential impact of known risks may increase or decrease, and/or our assessment of these risks may need to change. We continue to monitor our risk management systems and they will evolve as and when they are deemed to need refreshing.
The Group implements a risk management policy which defines the Group’s risk appetite and includes a risk matrix of the key risks with how these are managed and mitigated through internal and other controls and processes.
A risk register is maintained by the Group that documents key risks faced by the business and mitigating actions to reduce the impact or likelihood of such risks to an acceptable level.
Details of the principal risks and uncertainties which the Board considers to be associated with Induction’s activities are set out on pages 34 – 45 of the Admission Document published by the Company on 8 May 2019 in connection with its Admission to AIM.
Other Internal Controls
The Group maintains systems of internal control appropriate to a business of its size and complexity.
Standards and policies
The Board is committed to maintaining appropriate standards for all the Company’s business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include the ‘Anti-Bribery Policy’ and ‘Whistleblowing Policy’.
The Board currently comprises five Directors, being the Non-Executive Chairman, two Executive Directors (the Chief Executive Officer and the Chief Financial Officer) and two Non-Executive Directors. The Board will keep under review its current balance of composition, which provides a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and to address anticipated issues in the foreseeable future. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.
For the annual report for the year to March 2020, the Group will include reference to the Group’s application of the QCA Code and the attendance record of all directors at meetings of the Board and its sub-committees will be disclosed.
The Board is supported by the Executive Team who have responsibility for day-to-day oversight of the Group’s activities and ensuring that operations remain in-line with strategic objectives and the Board’s long-term vision.
Board packs will be developed from the Company’s current ‘management pack’ produced for the monthly review meetings, comprising CEO and CFO reports, consolidated management accounts, technology/development updates, a risk management report, and other specific associated items required for discussion.
The Chairman (Chris Spencer) and two of the Company’s three Non-Executive Directors (Jane Silber and Leslie-Ann Reed) are considered to be independent.
The Board is currently satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of technology, finance, healthcare and marketing. The biographies of each of the Directors is shown on the Induction website https://inductionhealthcare.com/.
The Directors are provided with monthly information on the Group’s operational and financial performance, with further detailed information to be provided in a timely fashion prior to each monthly Board meeting. The business reports monthly on the Group’s performance against budget.
The role of the Non-Executive Directors is to bring valuable judgement and insight to Board deliberations and decisions. The Non-Executive Directors are all experienced and influential individuals whose blend of skills and business experience contributes to the proper functioning of the Board and its Committees, ensuring that matters are fully debated and that no individual or group dominates the Board’s decision-making processes.
Directors’ contracts/appointment letters will be made available for inspection at each AGM.
As the Company has only recently been admitted to AIM, no formal appraisal process has previously been established to assess the performance of the Board, its committees or Executive Team, however the Board intends to implement a process in the near future.
The Board will also, in due course, be mindful of the tenure of the Board members, and consider appropriate succession plans.
The Board aims to lead by example and to do what is in the best interests of the Company. The Board is charged with responsibility for the stewardship of the Group and for ensuring that corporate governance arrangements are consistent with the Group’s objectives and strategy and appropriate for the nature and complexity of the Group’s operations and its status as an AIM quoted entity.
The Group is committed to providing equal opportunities in employment and the creation of a work environment where everyone is treated with dignity and respect. The Group has developed and implemented policies and processes to ensure that all job applicants and employees receive equal treatment regardless of gender, race, age, disability, sexual orientation, religion or belief, nationality or ethnic origin.
The Group’s culture is documented and recognisable throughout internal communication and is expressed to its employees at the outset through an employee handbook.
The respective responsibilities of the Chairman and CEO are very clearly understood. The Chairman is responsible for leading the Board, facilitating the effective contribution of all members, and ensuring that it operates effectively in the interests of the shareholders.
The Board has an Audit Committee, a Nominations Committee and a Remuneration Committee, each with written terms of reference. The terms of reference are available on the Group website.
The CEO is responsible for the leadership of the business and implementation of the strategy.
The role of our Non-Executive Directors is to:
- challenge constructively and help develop proposals on strategy;
- satisfy themselves as to the integrity of the financial reporting systems and the information they provide;
- satisfy themselves as to the robustness of the internal controls;
- ensure that the systems of risk management are robust and defensible;
- review corporate performance and the reporting of such performance to shareholders.
Each of the Non-Executive Directors sits on the Nominations Committee enabling them to have a key role in planning Board succession including the appointment and, if necessary, removal of Executive Directors.
The Remuneration Committee comprises Christopher Spencer, Leslie-Ann Reed and Jane Silber chaired by Jane Silber, with a key a responsibility to determine the pay and benefits of the Executive Directors.
In addition, the Audit Committee comprises Christopher Spencer, Jane Silber and Leslie-Ann Reed, chaired by Leslie-Ann Reed, with a responsibility to review internal control and financial reporting matters at first hand, and have a direct relationship with the external auditors.
Board and Committee meetings and attendance
The Board and its Committees will meet regularly on scheduled dates with standing and topical items for consideration.
As noted in our application of Principle 2, the Board attaches great importance to communication with both institutional and private shareholders in reporting and demonstrating good corporate governance practices to create a sustainable, growing, profitable and successful business.
The Group will hold at least one shareholder meeting each year (the AGM) and will call other general meetings as required in order to communicate with and ascertain the views of its shareholders. The Board intends to disclose results of shareholder voting within the investor relations section of the Group’s website.
The Group operates an investor relations website at https://inductionhealthcare.com/. The website contains details of the Group and its activities, its regulatory announcements, and the Terms of Reference of the Audit, Nominations and Remuneration Committees and will in due course contain details of its Annual Reports and Half-year Reports and notices of all general meetings.