Executive Committee
The Executive Committee is the primary management
Committee.
The Executive Committee is chaired by the Chief Executive
and consists of the Finance Director, the Divisional Managing
Directors, the Group Business Development Director, Paul
Roberts, the Group Human Resources Director, Geoff Tranfield
and the Legal & Compliance Director and Company Secretary,
John O’Shea. Senior executives and line managers from
around the Group are regularly called upon to attend meetings
of the Executive Committee. The Committee meets monthly
and more often as may be required, and all members attended
all but one or two meetings during their tenure in the year.
The Executive Committee is the senior management body
and as part of its broad remit set by the Chief Executive it
monitors and manages performance, reviews progress against
strategic objectives, considers business management issues
and formulates budgets and proposals on strategy, policy
and resource allocation for consideration by the Board.
The Committee is not a committee of the Board.
The Executive Committee plays a key part in the risk
assessment, risk management and monitoring processes
and receives regular reports on health and safety, compliance
and legal and corporate affairs. The main annual risk review
meeting of the Committee was attended by Roberto Quarta,
the Chairman, and it had further risk updates in the year with
detailed follow up reports to the Board.
Investor relations
The Annual General Meeting is regarded by the Board as
an important opportunity to meet and communicate with
shareholders, particularly private investors. The 2014 Annual
General Meeting was chaired by the Chairman, and attended
by the chairmen of the standing committees of the Board and
all of the other directors. The Chairman encouraged debate
and questions at the formal meeting and informally during
refreshments afterwards.
Each substantially separate issue was put to the 2014 Annual
General Meeting as an individual motion and the meeting
was invited to adopt and approve the financial statements
and the Directors’ Report for 2013. Separate resolutions for
the approval of the Directors’ Remuneration Report and the
Directors’ Remuneration Policy were also put to the meeting.
Notice of the 2014 Annual General Meeting was issued more
than twenty working days in advance and the level of proxy
votes lodged for and against each resolution, together with
details of abstentions, were disclosed at the meeting and are
shown on the IMI website. The Board values its good relations
with shareholders and all resolutions proposed at the 2014
Annual General Meeting received strong support with all
votes well above 90% in favour in each case.
In addition to the Annual Report, the Company issues
preliminary results and interim results announcements, as
well as two interim management statements between results
announcements. The IMI website includes recordings of
certain key presentations made by senior management,
recent Annual and Interim Reports, interim management
statements, other corporate announcements and links to
the websites of the Group’s businesses. The Company has
arranged a dealing service for the convenience of shareholders
with Equiniti (details are shown on page 156). A sponsored
Level 1 American Depositary Receipt programme has been
established for which Citibank, N.A. acts as depositary
(details can be found on page 156).
The Board as a whole seeks to maintain a balanced
understanding of the issues and concerns of major
shareholders and to assist them in the stewardship of their
investments. Dialogue is maintained with shareholders
and the executive directors meet regularly with institutional
investors. The Chairman routinely meets with investors and
the senior independent director is also in communication with
shareholders. The Chief Executive and Finance Director have
primary responsibility at board level for investor relations and
report to the Board on shareholder issues at least quarterly.
They are supported by the Investor Relations Director.
Financial analysts’ notes are circulated to the directors and
regular feedback reports for the Board from the Company’s
brokers are supplemented by periodic, independent surveys
of major investors’ views, the most recent of which was in
2013. The Chairman, senior independent director and other
non-executives meet with major shareholders upon request
and several meetings of this type took place during the year.
There were also consultations with the larger shareholders
and institutional shareholder representative bodies in respect
of remuneration matters and new incentive plans to be put
forward for shareholder approval at the forthcoming Annual
General Meeting.
Information about share capital, substantial shareholdings,
voting and other rights of shareholders, directors’
appointments, removal and powers is set out in the
Directors’ Report on pages 141 to 144.
By order of the Board
John O’Shea
Company Secretary
26 February 2015
51
Strategic Review
Performance Review
Corporate Governance
Financial Statements
Introduction
Annual Report and Accounts 2014
