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iEnergizer Limited

Corporate Governance

THE QUOTED COMPANY ALLIANCE (QCA) CODE

Statement of Compliance with the QCA Corporate Governance Code

The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table.

Marc Vassanelli, Chairman

This disclosure was last reviewed and updated on 19 September 2018

THE PRINCIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

QCA Code Principle Application (as set out by QCA) What we do and why
1. Establish a strategy and business model which promote long-term value for shareholders The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. The Group’s strategy is well described within the Chairman’s statement on page 6 in our Annual Report of 2017-18.

Our strategy is focused around three key areas: profitable sales growth, introducing new products in line with market demand and enhancing our operational capabilities.

iEnergizer’s focus is to provide enterprises with an integrated suite of solutions. It enables customers to leverage the opportunities presented by digital-first production; a way to produce exciting and more effective new content products and forge new revenue streams, and an opportunity to streamline workflows while generating revenue and eliminating expenses.

The key challenges to the business and how these are mitigated is detailed under the Executive Director’s statement on pages 7 and 8 of our Annual Report for 2017-18.

2. Seek to understand and meet shareholder needs and expectations Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The Board recognizes the AGM as an important opportunity to meet private shareholders.

The Directors are available to listen to the views of shareholders. The Group encourages two-way communication with its shareholders and responds quickly to all queries received.

AGM notices, Interim results and Annual Reports are posted each year on our website after review and signoff by the Board.

Group has a separate shareholders communication section on its website and Annual Reports and questions received from shareholders are addressed in a timely manner.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

iEnergizer realizes the importance and is committed to sustainable progress in all aspects of our business – for the environment, customers, suppliers and the communities we operate in. This is evidenced and underpinned by our vision and values:

  1. Customers – Grow profitable sales
  2. Quality – Operational excellence
  3. Environment – Health and Safety
  4. Innovation – New product launches
  5. Team Work – Engage our people

The Group is dedicated to helping the community in the times of need by supporting Education, Environment, Relief, Protection and Health & Safety Programs. We execute these programs through our employees who volunteer to contribute and drive the group’s goal of Community development.

iEnergizer encourages feedback from our customers through the sales team, account managers and project managers.

Feedback from stakeholders are obtained via The Group’s website through shareholders communication section under AIM Rule 26.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

iEnergizer has identified and developed a risk management framework documented in our Annual Reports. The Board meets bi-annually and risks are discussed along with the review of financial performance.

Risk Management Objectives and Policies defined under Footnotes numbered 32 to 34 of the Annual Report 2017-18 which includes identification, assessment and management of risks and discussion on related control systems in place which are effective.

Both the Executive Directors and Senior managers are responsible for reviewing and evaluating risk and they meet at least monthly to review ongoing business performance, discuss progress against internal budgets and forecasts and new risks associated with ongoing contracts.

The Company formally reviews the principal risks to the business at least annually.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code Principle Application (as set out by QCA) What we do and why
5. Maintain the board as a well-functioning, balanced team led by the chair The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

The Company is controlled by the Board of Directors. Marc Vassanelli is the Chairman of the Board. Anil Aggarwal, the Chief Executive Officer and Executive Director, has executive responsibility for running the Group’s business and implementing the Group’s strategy.

Directors receive regular and timely information of the Group’s operational and financial performance for review and making strategic decisions. Relevant information is circulated to the Directors in advance of meetings. Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the company’s expense.

All Debt covenant compliance certificates, annual financial statements and interim financial statements are signed by the Board after review and analysis.

The Group has two Executive Directors and three independent Non-Executive Directors. The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgment and to challenge all matters, whether strategic or operational.

The Board is supported by audit, remuneration and nomination committees and Directors have full knowledge and skills to discharge their duties. Directors are committed and devote adequate time to discharge their duties.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

Biographies of the Directors have been disclosed in the Company website and on page 9 in the Annual Report 2017-18 confirming the experience, skill sets and balance between sectoral experience.

Each Director is responsible for maintaining their relevant skillset through a program of continued professional development and where relevant maintain a record of the achievements attained.

Jupiter Secretaries Limited – Corporate Secretary advises the Directors on jurisdiction statutory filing requirements.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

The Board has evaluated the make-up of the Board and considers the balance to be correct based on the size and operational activities of the Company.

The Board intends to carry out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. It is intended that all Directors will undergo a performance evaluation before being proposed for re-election to ensure that their performance is and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.

It is intended that appraisals will be carried out each year with all Executive Directors.

All continuing Directors stand for re-election on a triennial basis.

8. Promote a corporate culture that is based on ethical values and behaviours The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

The Group is driven by a strong performance based culture and we are committed to implementing and adhering the requirements of Social, Legal and Ethical Business Compliances.

We believe in continuous improvement by taking regular feedback from customers, vendors and employees. We have developed a caring and sharing culture with a feeling of ownership. We have hired employees from all locations, multicultural and cosmopolitan. We conduct employee engagement programs on regular basis to keep them motivated and focused.

Our Learning & Development programs are unique and it helps development and increased productivity. Our Training Management System covers 1) analysis of needs, 2) preparation of improvement plans, 3) performance monitoring and 4) post training assessments.

We have strong quality management systems that ensures higher level of customer satisfaction. We achieve customer satisfaction with the help of key interventions like, 1) capturing the voice of the customer, 2) CSAT surveys and 3) Process audits.

We are compliant with statutory laws and have taken all licenses and permissions as per the prevailing rules and regulations. We make prompt payments to our employees and vendors as per the agreement. Our salary payments are on time and we ensure our employees are covered under various insurance & retirement programs stipulated by the government. This is a key differentiator and makes our employees and vendors happy all the time.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The company is maintaining adequate governance structures in line with its size, complexity and tolerance of risk.

Our Corporate Governance Statement on pages 13 – 16 of our Annual Report 2017-18 details the company’s governance structures and why they are appropriate and suitable for the company.

As a company practice, review and signoff on RNS releases & notifications, debt covenant compliance certificates, annual financial statements and interim financial statements are all reserved for Board of Directors.

BUILD TRUST

QCA Code Principle Application (as set out by QCA) What we do and why
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Board recognizes the AGM as an important opportunity to meet private shareholders.

Our Annual reports cover the required information for our shareholder via statements from the Chairman, Executive Director, Directors and Independent Auditors along with financial results and relevant disclosures.

Our Interim results are published every six month covering financial and operational highlights, along with the Chairman’s statement, and all of the shareholders questions on the same are addressed.

Our Audit Committee meetings are held every year and the Audit Committee reports are circulated by the Auditors in advance to the Audit Committee members. The role of the Audit Committee has been described on Page 13 of our Annual Report.

Historical Annual reports and Interim results from last five years including notices of AGM are available on the Company website.