CORPORATE GOVERNANCE REPORT
Board Leadership and Company Purpose
Our governance arrangements help ensure that we are well positioned for continued growth”
Current composition and changes to the Board in the year Details of the current members of the Board are set out on pages 88 and 89. Celia Baxter is Senior Independent Director and Chair of the Remuneration Committee, Clive Watson is Chair of the Audit and Risk Committee and Rosalind Kainyah is Chair of the Sustainability Committee. All of the Non-Executive Directors have considerable
■ Positive impact – we care about the environment and societies we live in and commit to making a positive impact Culture ■ Dedication and determination – driven by empowerment and a sense of ownership ■ Customer centricity – allow employees closest to the customers to make decisions that directly affect customer satisfaction ■ Respect, fairness and equality – create an open and inclusive environment in which everyone has an equal opportunity to flourish and grow ■ Open communication – create a trusting environment where information flows freely and collaboration thrives ■ Target driven – strive for results and high performance Vision To be a leading global innovator in electronics. Mission To design and manufacture innovative customised electronics that help our customers create ever better technical solutions around the world. We aim to achieve this through a motivated, entrepreneurial and empowered workforce that adheres to the highest ethical and quality standards. In doing so, we expect to create value for Shareholders, while being seen as an attractive and responsible employer and a trusted partner for customers and suppliers. Strategy To grow our business in custom and differentiated electronics for niche industrial applications by focusing on markets with structural, sustained growth prospects, complemented by value-enhancing acquisitions. This is underpinned by strong cash generation and our commitment to the UN Sustainable Development Goals. Strategic Priorities This strategy comprises the following priorities: ■ Grow sales well ahead of GDP through the economic cycle by focusing on sustainable, structural growth markets ■ Acquire high quality businesses with attractive growth prospects, strong and sustainable margins, and discoverIE DNA ■ Generate efficiencies and improve operating margin through effective pricing and increased product innovation and differentiation ■ Reduce environmental impact by achieving net-zero carbon emissions
Bruce Thompson Chairman
expertise in their respective roles. Section 172 Statement
The Board takes all of its duties seriously, including those set out in section 172 of the Companies Act 2006. The statement required by section 172(1), explaining how it has taken those duties into account, can be found on pages 40 and 41. Stakeholder engagement We engage proactively with our stakeholder groups. Further details can be found on pages 38 and 39 and pages 92 to 95. Sustainability Provision 1 of the Code deals with the Company generating value over the long-term in the context of future risks and opportunities. This is addressed in the Sustainability Report and in the Risk Management section of this Annual Report and Accounts. Further details of how climate-related risks and opportunities are assessed and managed can be found
The Group’s performance over the last year was underpinned by our governance arrangements. These structures help ensure we are well positioned for continued growth and to meet the social and environmental challenges facing the Group today. Compliance with the UK Corporate Governance Code 2024 During the year ended 31 March 2026, the Company fully complied with the applicable requirements of the UK Corporate Governance Code 2024 (the “Code”) 1 . discoverIE is a strong business, with a clear purpose and set of values. This is underpinned by a governance structure that enables the Group’s long-term objectives to be met.
Section
Progress made
Board Leadership and Company Purpose
The Board leads from the front in setting the tone for the business and has established and maintains a clear purpose, set of values and strategy, taking into account the interests of our various stakeholders. The right resources, structures and processes are in place to ensure that these are then implemented properly throughout the Group.
in the Sustainability Report. Good governance
The Board keeps the Group’s governance frameworks under regular review, especially in light of recent and upcoming changes to the Code. Our purpose, culture and values are communicated to our workforce through internal newsletters, meeting colleagues in-person, town hall meetings, digital channels and corporate brochures. Our Purpose: To create innovative electronics that help to improve the world and people’s lives. Values ■ Integrity – we act with honesty and openness, treating our partners and stakeholders fairly ■ Quality – we strive for excellence and make constant improvements that deliver superior value to our customers ■ Empowerment – we inspire growth and innovation by providing an entrepreneurial environment ■ Collaboration – we work together, trust and respect each other
Division of Responsibilities The respective roles and responsibilities of the Executive and Non-Executive Directors are clear and consistently applied, providing for constructive and effective dialogue and clear accountability.
Composition, Succession and Evaluation
The Board has a healthy balance of skills, knowledge and experience and the appointment process is rigorous and carefully applied. Annual evaluations keep the effectiveness of the Board and its Committees under regular review to ensure this remains the case. During the year ended 31 March 2026, an externally facilitated performance review of the Board and its Committees was completed. During the year, the Board carefully identified, monitored and took decisions to mitigate the potential impact of any risks to the Group. All of the Group’s principal risks are reported externally in an open and transparent manner (see pages 79 to 84 for more details). This helps ensure that the Company’s financial statements are fair, balanced and understandable. Effective risk management is critical to achieving our strategy. Remuneration supports the Company’s strategy and is appropriate to the nature and size of the business. The Board has clear processes in place and aims to report in a straightforward and easy to understand way, with a view to providing external stakeholders with reassurance that pay, performance and wider interests are aligned.
Audit, Risk and Internal Controls
Remuneration
1 Provision 29 of the Code applies to the Company from its financial year ending 31 March 2027. In the year ended 31 March 2026, the Board focused on strengthening its internal controls framework and preparing for implementation (see pages 107 to 108 for more details).
90
91
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
Made with FlippingBook - professional solution for displaying marketing and sales documents online