On this page you will find corporate information about Intercede Group plc. If you experience any difficulty in finding the information you need, please contact us.
Intercede is quoted on the AIM section of the London Stock Exchange and is subject to the UK City Code on Takeovers and Mergers. The Company is not listed on any other exchanges or trading platforms.
Intercede is incorporated in the United Kingdom and its main country of operation is the United Kingdom. The information on this page is disclosed in accordance with Rule 26 of the AIM Rules and was last updated on 25 January 2018.
For details of the number of securities in issue, the number of securities held as treasury shares and, in so far as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders, see the major shareholders page. There are no restrictions on the transfer of securities.
As a company listed on AIM, Intercede Group plc is not required to comply with the requirements of the Combined Code. The Company does
The Company is controlled
The Company has historically combined the posts of Chairman and Chief Executive in one person, namely Richard Parris. The Board believes that to separate the roles would be detrimental at this stage of the Group’s development. Chuck Pol has been appointed as the senior independent non-executive director with effect from 1 June 2017 reflecting his considerable experience within the North American technology and telecoms industries. All directors submit themselves for re-election at least every three years.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The Directors are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company’s performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:
The Board has established three committees; the Audit Committee, the Remuneration Committee
The structure of the Board Committees from 13 September 2017 onwards is as follows;
Audit Committee – Royston Hoggarth is the Chairman of the Audit Committee given his “recent and relevant” financial experience in a variety of Chairman, Chief Executive and non-executive director roles and given his prior experience as Chairman of the Axon Group plc Audit Committee. Chuck Pol is also a member of the Audit Committee.
Remuneration Committee – Chuck Pol has been appointed as the Chairman of the Remuneration Committee which also comprises Royston Hoggarth.
Nominations Committee – The Nominations Committee consists of Richard Parris (Chairman) and Chuck Pol (senior independent non-executive director).
The Company gives high priority to communications with current and potential future shareholders by means of an active investor relations programme. The principal communication with private investors is through the website (www.intercede.com) and the provision of Annual and Interim Reports. All shareholders will receive at least 21 clear days’ notice of the Annual General Meeting at which the Directors will be present and available for questions.
The Directors, after having made appropriate
The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by Group which complies with the guidance “Internal Control: Guidance for Directors on the Combined Code (The Turnbull Report)”.
The key features of the Group’s internal control systems are as follows:
Group Organisation and Culture: The Board meets regularly, and is responsible for the overall Group strategy, acquisition and divestment policy, approval of major capital expenditure projects and consideration of significant financing matters. It monitors the key business risks and reviews the strategic direction of the Group, its codes of conduct, forward projections
Financial Reporting: There is a comprehensive planning system, including regular periodic forecasts which are presented to and approved by the Board. The performance of the Group is reported monthly and compared to the latest forecast and the prior period.
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