CORPORATE GOVERNANCE REPORT CONTINUED
Division of Responsibilities
Governance framework The Board Chaired by Bruce Thompson The Board meets a minimum of six times a year.
discoverIE is led by a strong and experienced Board with a broad range of skills, experience and knowledge. Throughout the year under review, the Board consisted of Bruce Thompson as Non-Executive Chairman, Celia Baxter as Senior Independent Director, Rosalind Kainyah and Clive Watson as Non-Executive Directors, with Nick Jefferies as Group Chief Executive and Simon Gibbins as Group Finance Director. The Non-Executive Directors constructively challenge management proposals where appropriate and carefully monitor management performance and reporting on an ongoing basis. The Company has both a Chairman and a Group Chief Executive. There is a clear division of responsibilities, which has been agreed by the Board, and a summary of their respective roles is described below.
It is accountable to Shareholders for the long-term success of the Group. This is achieved via a clear division of responsibilities between the Chairman and Group Chief Executive, the setting of strategic aims and ensuring that the necessary resources are in place.
Nomination Committee Chaired by Bruce Thompson The Nomination Committee regularly reviews the structure, size and composition of the Board and its Committees. It identifies and nominates suitable candidates to be appointed to the Board (subject to Board approval) and considers diversity, culture, talent and succession generally.
Audit and Risk Committee Chaired by Clive Watson The Audit and Risk
Remuneration Committee Chaired by Celia Baxter The Remuneration Committee reviews and recommends to the Board the framework and policy for the remuneration of the Chairman, the Executive Directors and the Group Management Committee. The Committee ensures that the remuneration
Sustainability Committee Chaired by Rosalind Kainyah The Sustainability
Committee has responsibility for overseeing and monitoring the Group’s financial statements, accounting processes, audit processes (internal and external), the Group’s approach to risk management and controls.
Committee reviews the Group’s ESG plans and arrangements, seeking to align with best practice and underpinning the long-term sustainability of the Group.
Role of the Chairman ■ Responsible for leading the Board, which includes the operation of the Board’s overall procedures.
Role of the Group Chief Executive ■ Leading the development and implementation of the Group’s strategy. ■ Communicating with Shareholders and other stakeholders. ■ Responsible for the day-to-day
Role of the Board ■ Setting the strategy. ■ Oversight of the management of discoverIE. ■ Review of KSIs. ■ Review of acquisitions and corporate transactions. ■ Recommending or declaring dividends. ■ Approval of financial statements, business plans, financing and treasury matters. ■ Approval of major capital expenditure and commitments. ■ Maintaining sound internal controls and risk management systems. ■ Review of the Group’s overall corporate governance. ■ Any litigation of a material nature.
■ Providing a forum for
constructive discussion and ensuring receipt of clear and timely information. ■ Overseeing Corporate Governance matters. ■ Leading the performance evaluations of the Group Chief Executive, the Non- Executive Directors and the Board. The Chairman, in conjunction with the Group Company Secretary, ensures that Directors receive a full, formal and tailored induction to the Group and ongoing training as relevant.
management of the Group’s businesses and reporting on their progress to the Board.
policy of the Group reflects the Group’s strategy.
■ Leading the Group
Management Committee. The Group Chief Executive is assisted in meeting his responsibilities by the Group Management Committee.
▶ Further information on the Nomination
▶ Further information on the Audit and Risk
▶ Further information on the Remuneration
▶ Further information on the Sustainability
Committee is on pages 110 to 111
Committee is on pages 104 to 109
Committee is on pages 116 to 137
Committee is on pages 42 to 73
Group Management Committee The Group Management Committee is chaired by Nick Jefferies, Group Chief Executive, and comprises Simon Gibbins, the Group Finance Director, the Group Commercial Director, Head of Corporate Development, Group General Counsel & Company Secretary, Group Financial Controller, Head of Tax, Head of Acquisitions, Head of Risk & Internal Audit, Head of Investor Relations and Group Development, and Group Projects Director. Further information about Committee members can be found on the Group’s website www.discoverIEplc.com. The Committee typically meets 12 times a year (six times to discuss governance matters and six times to discuss operational matters) and is responsible for the Group’s day-to-day operations, for delivering results, and for driving growth and ensuring that this is done in a sustainable and ethical manner.
As set out on the following page, certain matters are delegated to the Group Management Committee and to the Audit and Risk, Remuneration, Nomination and Sustainability Committees.
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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