In line with the London Stock Exchange’s AIM Rules the Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code). Details of how we comply with the QCA Code principles in broad terms can be found below in our Statement of Compliance with the QCA Code and in the 2022 Annual Report, a copy of which can be found on this website (www.1spatial.com). The information contained in this Statement of Compliance was updated on 1 September 2022. This information is reviewed and updated annually.
Statement of Compliance with the QCA Corporate Governance Code
As Chairman, it remains my responsibility, working with my fellow board colleagues, to ensure that good standards of corporate governance are embraced throughout the group. As a board, we set clear expectations concerning the group’s culture, values and behaviours and we continue to assess and communicate these attributes as the group grows.
In 2018, we formally adopted the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). In line with our obligations as an AIM listed company, we have updated this Statement of Compliance which demonstrates our commitment to raising the standard of governance at every level of our organisation.
Set out below is a summary, in broad terms, which demonstrates how the Company continues to address the key governance principles defined in the QCA Code.
Andy Roberts, Non-executive Chairman
1Spatial plc – Matters Reserved for the Board
All matters that have a material impact upon the company or any of its subsidiaries will be referred to the Board. However, below is a schedule of matters reserved specifically for the decision of the Board or a duly authorised committee thereof. The Board has the authority to obtain outside legal or other independent advice at the expense of the Company.
Strategy and Management
- Responsibility for the overall leadership of the Company and setting the Company’s values and standards.
- Oversight of the Group’s operations ensuring:
- Competent and prudent management;
- Sound planning;
- Maintenance of sound management and internal control systems;
- Adequate accounting and other records; and
- Compliance with statutory and regulatory obligations.
- Review of performance in the light of the Group’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
- Any decision to cease to operate all or any material part of the Group’s business.
- Any decision to acquire a new business either subsidiary, or trade and assets.
- Approval of full year (preliminary) and half year results’ announcements.
- Approval of dividend policy and payment.
- Declaration of the interim dividend and recommendation of the final dividend.
- Adoption of significant change in accounting policies or practices.
- Approval of all circulars and prospectus to shareholders.
- Changes relating to the capital structure of 1Spatial plc.
- Approval of increases in share capital of any Group Company, or equivalent financing arrangement above £250,000.
- The approval of all guarantees given by the Company.
- The approval of any new or increase in borrowing facilities exceeding £250,000 (or equivalent), or cancellation of such facilities.
- Change in 1Spatial plc Company status.
- Approval of material unbudgeted capital or operating expenditures (outside pre-determined tolerances).
- Convening general meetings of 1Spatial plc.
- Recommending to shareholders the approval of alterations to the Articles of Association of 1Spatial plc.
- Making any take-over offer for another company or other companies within the City Code on Takeovers and Mergers and considering a response to any such approaches to the Company.
Annual Report and Accounts
- To issue the Annual Report and Accounts of 1Spatial plc having approved the following:
- Strategic Report.
- Directors’ Report.
- Remuneration, Audit and Nomination Committee Reports.
- Accounts and notes to the Accounts.
Appointments and Structure
- Appointment and removal of the Chairman of 1Spatial plc.
- Appointment, removal and re-election of the Directors of 1Spatial plc.
- Appointment and removal of the Secretary of 1Spatial plc.
- Reviewing succession planning for the Group Plc Board and senior management of the Group.
- Carry out a formal and rigorous review of its own performance and that of its Committees and individual Directors on an annual basis.
- Changes to the structure, size and composition of the Board, following recommendations from the nomination Committee.
- Appointment of the Senior Independent Director to provide a sounding board for the Chairman, if required.
- Continuation in office of any Director at any time, including the suspension or termination of service of an Executive Director as an employee of the Company, subject to the law and their service contract.
- Appointments to Boards of subsidiaries.
- Determining the remuneration policy for the Directors, Company Secretary and other senior executives.
- The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
- Agreeing fee levels for Non-Executive Directors.
Delegation of Authority
- The division of responsibilities between the Chairman, the Chief Executive Officer and other Executive Directors, which should be clearly established, set out in writing and agreed by the board.
- Approval of the delegated levels of authority, including the Chief Executive Officer’s authority limits (refer to Authorisation Matrix below).
- Establishing Board Committees and approving their terms of reference, and approving material changes thereto.
- Receiving reports from Board Committees on their activities.
Corporate Governance Matters
- Determining the independence of Non-Executive Directors in light of their character, judgement and relationships.
- Considering the balance of interests between shareholders, employees, customers and the community.
- Review of the Group’s overall corporate governance arrangements.
- Receiving reports of the views of the Company’s shareholders to ensure that they are communicated to the board as a whole.
- Authorising conflicts of interest where permitted by the Company’s articles of association.
Budgets, Contracts and Business Development
- Approval of strategic plans of the Group.
- Approval of the annual budget of the Group and subsequent revision requested by the Group Plc Board.
- Approval of significant changes in treasury and foreign currency policy of the Group.
- Approval of investment and Research and Development proposals where cost exceeds £250,000.
- Approval of material contracts with a revenue impact of £500,000 in terms of gross fees per proposal or whose terms could give rise to an abnormal loss (as defined by the Authorisation Matrix).
- Significant changes to the Group’s activities to include, acquisitions or divestments or entry into a new foreign jurisdiction or exit from an existing one.
- Approval of major capital projects and oversight over execution and delivery.
- Contracts in the Company (or any subsidiary) not in the ordinary course of business, above £250,000.
- Approval of the internal Authorisation Matrix and associated approval personnel and levels.
- Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
- Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
- Approval of press releases concerning matters decided by the Board.
- The Group Plc Board must be advised of all litigation either proposed by or commenced against the Group, including recommendations for settlement.
- To receive reports directly from the Chief Executive Officer / Chief Financial Officer on the Group’s internal control systems and to consider amongst others:
- Changes in the nature and extent of significant risks to the business.
- The key risks and how these are evaluated and managed.
- To review annually the effectiveness of the Group’s internal control systems and consider:
- For identified weaknesses, the actions being taken and the timeliness of rectification.
- The effectiveness and output of the management’s review process.
- Incidence of major control weaknesses, their cause and potential impact on the business.
- Approval of policies, including:
- Code of conduct;
- Share dealing code;
- Bribery prevention policy;
- Whistleblowing policy;
- Environment and sustainability policy;
- Human resources policy;
- Communications policy (including procedures for the release of price-sensitive information);
- Corporate social responsibility;
- Charitable donations policy; and
- Group’s Health and Safety Policy.
- General Data Protection Regulation Policy.
- Recommendation to shareholders to appoint or remove the Company’s auditors including approval of their fees.
- Appointment or removal of the Company’s principal advisors.
- Major changes in the applications of Group Pension Schemes.
- Monitoring of the Directors and Officers Liability Insurance.
- Any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.
- This schedule of matters reserved for Board decisions.