INFORMATION FOR INTERCEDE GROUP PLC INVESTORS

corporate governance

As a company listed on AIM, Intercede Group plc is not required to comply with the requirements of the Combined Code.  The corporate governance framework which the Group operates, including board leadership and effectiveness, board remuneration and internal control is based upon practices which the board believes are proportionate to the size, risks, complexity and operations of the business at its current stage of development.

The Board has therefore decided to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26). Further details of the current status of compliance are provided via this link.

Statement of Directors’ Responsibilities in Respect of the Financial Statements
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 law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit
or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

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.

Directors’ Confirmations
In the case of each director in office at the date the Directors’ Report is approved:

• so far as the director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group and Company’s auditors are aware of that information.

Going Concern
The Directors, after having made appropriate enquiries including consideration of the potential implications of Covid-19, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. As outlined in note 1 to the 2020 Annual Report, this expectation follows a review of forecasts for the years ended 31 March 2021 and 31 March 2022, which show that the Group is expected to generate sufficient cash to enable it to meet its liabilities, as and when they fall due for a period of at least 12 months from the date of signing these financial statements. They also believe the Group is well placed to address Convertible Loan Notes totalling £5,005,000 which are currently set to be converted or repaid by 29 December 2021. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Constitutional documents

• Notice of AGM – 15 Sept 2021
• Notice of AGM – 16 Sept 2020
• Notice of AGM – 18 Sept 2019
• Notice of AGM – 19 September 2018
• Notice of General Meeting – 27 January 2017
• Memorandum
• Articles of Association
• Certificate of Incorporation on change of name to Intercede Group plc
• AIM Admission – January 2001