Statement of Compliance with the UK Corporate Governance Code

The Board of Directors believes in high standards of corporate governance and is accountable to shareholders for the Group’s performance in this area.

The Group has chosen to apply the UK Corporate Governance Code (the “Code”) and to provide corporate governance disclosures similar to those that would be required of a premium-listed company. The Code is available on the website of the Financial Reporting Council (FRC) at: www.frc.org.uk.

IQE has identified the following main areas of non-compliance with the new Code:

  • The Company’s Articles of Association do not provide that Directors are subject to annual re-election as prescribed by the new Code. The Board had intended to address this area prior to the 2020 AGM but decided to defer a decision, and any necessary changes to the Company’s Articles of Association, because of circumstances in the external environment which limited the 2020 AGM. The Board will give due consideration to this area when considering matters to be put to a vote by shareholders at the AGM in 2021.
  • IQE does not currently maintain a succession plan for the Company Secretary or all management immediately below Board level, but IQE is working to develop such plans based on merit and objective criteria (including the promotion of diversity of gender, social and ethnic backgrounds, cognitive and personal strengths) as required by the new Code. As part of its consideration of developed succession plans, the Nominations Committee will consider the linkage of its diversity objectives with company strategy and the gender balance of those in senior management and their direct reports.
  • The performance of the Directors is assessed on an ongoing basis. For example, the Chief Executive reviews the performance of the Executive Directors on a periodic basis and reports to the Remuneration Committee at least annually. The Remuneration Committee has responsibility for determining the policy and setting remuneration for the Executive Directors and the Chairman. It also has responsibility to recommend and monitor the level and structure of remuneration for senior management. However, the Remuneration Committee does not currently determine the policy and set the remuneration for senior management and the Company Secretary as required by the Code.

Board Committees

The Board has delegated specific responsibilities to the following committees: