Corporate Governance

QCA Principles

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

IntelliAM’s strategy and business model were established and set out in the Company’s IPO Admission Document. The strategy is reviewed, assessed and revised at annual strategy days and at Board meetings as required. IntelliAM’s strategy, business model and progress will be communicated in each Annual Report which will clearly explain the business model and strategy in detail, including how it expects to create long-term value for shareholders.

 

Principle 2: Seek to understand and meet shareholder needs and expectations.

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.

The Group’s Chair meets with existing shareholders from time to time as do the Executive Directors.

Investors also have access to current information on the Company’s website and IntelliAM welcomes all attendees to its Annual General Meetings (“AGMs”) and seeks to engage with them both formally and informally on the day.

 

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The management of IntelliAM takes the well-being of employees and the establishment of a positive and collaborative company culture very seriously. Significant internal developments are communicated internally, and externally via the RNS system. Employees in different practise areas are encouraged to collaborate and to share ideas and opportunities, and the senior management group, which meets regularly, includes employees from across the group. IntelliAM has no significant environmental or community impact but will continue to monitor and will take action if this changes in the future.

 

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The Group’s approach to risk management together with the principal risks and uncertainties applicable to IntelliAM, their possible consequences and mitigation will be set out in the Group’s Annual Report. Additionally, the Board has identified principal risks and uncertainties applicable to IntelliAM in the Risk Factors section of the Admission Document. IntelliAM’s Board reviews, evaluates and prioritises risks to ensure that appropriate measures are in place to effectively manage and mitigate those identified – for risk tolerance (focusing on IntelliAM-specific internal, external and strategic risks) and risk appetite.

The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The Board has implemented effective risk management procedures, in order to facilitate the execution of its business strategy. IntelliAM has established a risk matrix, which is also reported to and overseen by the Audit and Risk Committee. The Committee’s primary responsibility is the monitoring the quality of internal controls within the business, including review and reporting on the Group’s risk management systems.

An internal audit function is not considered necessary or practical due to the size of the Company and the close control exercised by the Board as a whole. However, the Board will continue to monitor the need for an internal audit function as the Company grows and develops.

 

Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair.

The Corporate Governance section of IntelliAM’s Admission Document, and going forwards in the Annual Report, details the composition of its Board and Committees.

IntelliAM’s Board comprises three Executive and three Non-executive Directors, each with proven listed company and/or corporate growth success.

IntelliAM’s Executive Directors have a highly complementary skill set, which is essential to realise the growth potential of the IntelliAM business plan. Two of the Non-executive Directors are considered to be independent by IntelliAM, and the Chair, David Richards, is not independent by virtue of their shareholding in the Company via YAIL (Yorkshire AI Labs). All Directors retire by rotation in accordance with the requirements of the of the UK Companies Act and the Company’s Articles of Association and must be re-elected at the Company’s AGM. Non-executive Directors’ letters of appointment stipulate the time commitment expected of them cand the anticipated term of appointment (reviewed formally every three years and on an ongoing basis as part of the review of the composition of the Board against the strategy of the Company).

All of the Directors (both Executive and Non-executive) are committing the time necessary to fulfil their roles. Non-executive Directors sit on the Audit and Remuneration Committees. The Board meets formally at least four times a year.

Given the nature and size of the Company, the experience of the Directors and the Company’s proposed strategy, the Directors believe that the composition of the Board is appropriate and suitable.

 

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.

IntelliAM’s Admission Document includes a biography of each Board member within the Corporate Governance section. These are also included on the firm’s website. These list current and past roles of each Board member and also describe the relevant business experience that each Director brings to the Board, plus their academic and professional qualifications.

The biographies show the balanced blend of skills and experience required to enable to IntelliAM to execute its strategic objectives within a corporate governance framework which has been tailored to its business activities.

IntelliAM has contracted with ONE Advisory Limited for company secretarial support. They will assist with ensuring that Board procedures are followed and that the Company complies with all applicable rules, regulations and obligations governing its operation, as well as helping the Chairman maintain excellent standards of corporate governance. ONE Advisory also provides support and assistance with MAR compliance and shareholder meetings.

There is no formal process to keep Directors’ skill sets up to date, however Directors are encouraged to undertake additional training where required. The Company’s lawyers, auditors, company secretarial support and corporate advisor provide regular updates on governance, financial reporting and the AQSE Growth Market Access Rulebook.

 

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

Overall Board performance, in addition to that of the sub-committees, will be formally evaluated annually and led by the Chairman. The assessment of the effectiveness of the Board will include:

• Board structure
• Dynamics and Functioning of the Board
• Business Strategy Governance
• Financial Reporting Processes
• Any other areas deemed appropriate at the time

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

 

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

The Group aims to operate ethically and be socially responsible in its actions. It has established a number of policies to support this aim, including:

• Anti-bribery
• Environmental policy and conducts environmental assessments
• Sustainability policy
• Modern slavery and human trafficking policy
• Share dealing code
• Whistleblowing policy.

 

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.

IntelliAM’s website gives a high-level explanation of the application of the QCA Code, and describes the composition of the Board and its Committees, together with a brief biography of each Board member.

The roles of Committees are also described on the company’s website.

The Corporate Governance section of the Annual Report also details the composition of the Board and its Committees, and the role of each Committee.

The roles and responsibilities of the Chair, Chief Executive Officer and any other Directors who have specific individual responsibilities or remits are outlined in the Corporate Governance section of the Admission Document and will be in the Annual Report.

 

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Corporate Governance section of the Admission Document, and going forwards the Annual Report, includes disclosure of Board Committees and their composition. The Annual Report will include a detailed Remuneration Report and where relevant, any work undertaken during the year.

IntelliAM’s website includes the Company’s Admission Document, which include historic Annual Reports for FY22 and FY23 and other governance-related material. Going forwards, the Company’s website will also contain Annual and Interim Reports, regulatory announcements and Company presentations.

The firm maintains a social media presence on LinkedIn and keeps investors up to date on company developments on both RNS and where appropriate via social media.

The firm’s Annual Report contains reports on the activities of the Remuneration and Audit Committees.

 

The Board

The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and establishing the policies of the Group. It is the Board’s responsibility to oversee the financial position of the Group and monitor its business and affairs on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board is to act in the best interests of the Group at all times. The Board will also address issues relating to the internal controls within the Group and its approach to risk management.

The Group will hold board meetings at least four times a year and whenever issues arise, which require urgent attention. Operational Executive meetings take place on a weekly basis.

 

Board Directors

The Board comprises three Executive Directors and three Non-Executive Directors (two of which are considered independent). The Board believes that it has an appropriate balance of sector, financial and public market skills and experience, an appropriate balance of personal qualities and capabilities.

 

Board Committees

The Group has established a remuneration committee (the Remuneration Committee) and an audit and risk committee (the Audit and Risk Committee).

The Remuneration Committee comprises Dame Julie Kenny as Chair and David Richards and Professor Keith Ridgeway and meets at least once a year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options, having due regard to the interests of shareholders and the performance of the Group.

The Audit and Risk Committee comprises Professor Keith Ridgeway as Chair and Dame Julie Kenny. This committee meets at least once a year and such other times as the Chairman of the committee shall require. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the various internal reports on the control systems of the Group.

 

Shareholder Engagement

The Group will seek to engage with shareholders to understand the needs and expectations of all elements of the shareholder base.

The Board will communicate with shareholders primarily through the annual report and accounts, as well as through the release of the interim results and other financial or non- financial releases to the market and via the Group’s website. Communication in person will also be available via the Company’s AGM and also via regular meetings between institutional investors and analysts with the Group’s CEO and CFO to ensure that the Group’s financials and business development strategy is communicated effectively.

 

Stakeholders

The Board believes that its stakeholders (other than its shareholders) are its employees and its customers. In order to understand their needs and expectations, the Group will communicate directly and closely with both its employees and customers to make sure we provide the best service as we can between the former to the latter.

The Executive directors will continue to maintain ongoing communications with all stakeholders and thus to adjust strategy or the day-to-day running of the business if required.

 

Share Dealing Code

The Group has adopted and operates a share dealing code governing the share dealings of the directors and all employees with a view to ensuring compliance with the AQSE rules. The directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AQSE. Any share transactions which involve PDMRs or directors are notified to the Company’s corporate advisor and to the FCA.