Corporate Governance
The Board’s Corporate
Governance Report
Set out below is the Board’s formal report on Corporate
Governance and separate reports from the Audit,
Nominations and Remuneration Committees.
UK Corporate Governance Code -
Compliance statement
The Board is committed to maintaining high standards of
corporate governance and confirms that throughout the
year ending 31 December 2014 the Company has applied
the principles of good governance contained in the 2012
UK Corporate Governance Code (the ‘Code’) and complied
with its best practice provisions as set out below, and in the
Directors’ Report and other cross-referenced sections of this
Annual Report.
We welcome the 2014 UK Corporate Governance Code,
published by the Financial Reporting Council (‘FRC’) in
September 2014, which is applicable to IMI from January
2015. We have also started to take account of the associated
new FRC guidance on risk management, internal control
and related financial and business reporting, also published
last September. A description of the main features of the
Company’s internal control system and other regulatory
matters can be found on pages 143 and 144 of the Directors’
Report. Risk management systems and principal risks and
uncertainties are summarised on pages 30 to 33.
Information
on corporate responsibility can be found on pages 26 to 27.
The Board
Composition
At the end of the year the Board comprised ten directors: the
Chairman; the Chief Executive; six independent non-executive
directors; the Finance Director and one operational executive
director. Currently the Board comprises ten directors: the
Chairman; the Chief Executive; five independent non-executive
directors; the Finance Director and the Finance Director
designate; and one operational executive director.
Ross McInnes joined as a non-executive director on 1 October
2014. Daniel Shook was appointed as an executive director
from 1 January 2015 and will become Finance Director on
1 March 2015.
Martin Lamb retired as a director at the 2014 Annual General
Meeting. Phil Bentley retired as a non-executive director
on 31 December 2014.
In line with the Code, all continuing directors submit themselves
for re-election at the Annual General Meetings. Anita Frew and
Douglas Hurt will retire at the 2015 Annual General Meeting.
Following the retirement of Anita Frew at the forthcoming
Annual General Meeting, Bob Stack will become the senior
independent director.
Independence of non-executive directors
The five current non-executive directors are all free from any
business or other relationship which could materially interfere
with the exercise of their independent judgement. All non-
executive directors meet the criteria for independence under
the Code and are regarded by the Board as independent of
executive management. The Chairman, Roberto Quarta, was
also regarded as independent at the date of his appointment
to the Board. The non-executive directors are from varied
backgrounds and bring with them a wide range of skills and
experience of senior management in commerce and industry
in various parts of the world.
Dates of appointment
Meetings and use of Board time
The Board met on nine occasions during the year including
four quarterly reviews, strategy discussions and meetings
convened for special purposes as the need arose.
Name
Date of appointment Date of current letter
of appointment
Anticipated expiry of
current term
Phil Bentley
1 October 2012
16 June 2014
31 December 2014
Carl-Peter Forster
1 October 2012
16 June 2014
30 September 2015
Anita Frew
2 March 2006
26 February 2015 7 May 2015
Ross McInnes
1 October 2014
14 October 2014 30 September 2017
Birgit Nørgaard
6 November 2012 16 June 2014
5 November 2015
Roberto Quarta
1 June 2011
25 June 2014
1 November 2017
Bob Stack
13 June 2008
26 February 2015 12 June 2016
47
Strategic Review
Performance Review
rporate Governance
Financial Statements
Introduction
Annual Report and Accounts 2014
1
6
3
Board gender (at the year end)
Board balance (at the year end)
Women (2)
Men (8)
1 Chairman
3 executive directors
6 non-executive directors
