Corporate Governance

The Board of Directors recognises the importance of sound corporate governance commensurate with the size of the company and the interests of shareholders and clients while still allowing operational flexibility.

iVapps has adopted the principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The Board has established an Audit Committee, a Remuneration Committee and a Health, Safety and Environment Committee, each with formally delegated rules and responsibilities. Each of these committees comprises non-executive directors. These Committees each meet at least twice yearly. If the need should arise, the Board may set up additional committees as appropriate.

Audit Committee

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Under its terms of reference, it is required to meet at least twice a year, at which the executive Directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It also has responsibility for matters of risk, for public reporting and internal controls and for arrangements whereby employees may raise matters of concern in confidence.

The Audit Committee is chaired by Jonathan Morley-Kirk and its other member is Graham Eves.

Remuneration Committee

The Remuneration Committee reviews the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet at least twice a year and is responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group.

The Remuneration Committee is chaired by Colin Patterson and its other member is Jonathan Morley-Kirk.


Health, Safety and Environment Committee

The duties of the Health, Safety and Environment Committee include overseeing the development of policies and guidelines for the management of health, safety, social and environmental risks within the Group’s operations and working environment. The Health, Safety Committee and Environment is chaired by Graham Eves and its other member is Colin Patterson.

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