CORPORATE GOVERNANCE REPORT CONTINUED
Policies and procedures The Board puts in place a range of policies and procedures that support employees in their various business activities. These policies consider the need to foster reasonable business relationships with suppliers, customers and others, the impact of the Group’s operations on its workforce, the community and the environment, and the maintenance of high standards of business conduct. Our policies and procedures include the following:
Updates from these visits are reported to the Board, either directly or via the Group Chief Executive. These reports typically include the matters referred to above, thereby enabling the Board to have oversight of workforce relations and benefit from their collective input. The Audit & Risk Committee also receives updates at every meeting from the Risk & Internal Audit team, following internal audits that have been conducted at each site. One key item that is checked on all internal audits is that the Group’s whistleblowing posters are clearly displayed at all sites, so that if there are any matters that staff wish to raise in confidence, and anonymously if preferred, they know the channels through which they can do so. For further details on our Global Whistleblowing Policy and the independent helpline available to all staff globally, please see page 45. As well as numerous visits throughout the year by members of the GMC, an internal conference was held in September 2024 in London, bringing together over 100 of the Group’s senior leaders, together with the Board and GMC. That conference fostered further collaboration and knowledge sharing between the Board, GMC and all of our global businesses on a wide range of matters. This has led to a number of initiatives which are still underway. In addition, two seminars were held in 2025/26, the first being a Women in Engineering & Operations Seminar in April 2025, attended by Celia Baxter, which strove to connect and develop female colleagues from across our operating companies. The second was a wider Engineering & Technical Sales Forum in October 2025, attended by Nick Jefferies and Simon Gibbins, to further drive collaboration between operating companies and promote knowledge-sharing. One area of key focus for the Board is to ensure that the right leadership teams are in place at all of our businesses. As well as guiding those businesses generally, these leaders shape the day-to-day experience of the people within each of those businesses, and regular direct employee engagement is delegated to them. On behalf of the Board, the Nomination Committee regularly reviews the most senior leaders throughout the Group. Outcomes of engagement The purpose of the various forms of engagement is as follows: ■ To deepen the Board’s knowledge, by using the expertise and insights of our workforce. ■ To assess the culture of the Group. ■ To identify any issues or concerns that staff may have. ■ To ensure that the voices of employees are heard. The Group’s core strategy is well established and has been settled for several years. As such, employee engagement helps influence the Board’s decision-making as to how that strategy is implemented in practice. For example: ■ During the pandemic, it was crucial that our businesses adapted to flexible working arrangements.
■ Over the last few years, the need to support staff during the cost-of-living crisis has been highlighted and addressed. The Group’s Human Rights Policy includes a commitment aiming to pay wages at rates that are meaningfully ahead of minimum statutory rates. As part of its annual review of pay and working conditions, the Remuneration Committee received updates on pay rises being given to our colleagues globally, how they compared to local rates of inflation and how they compared to local minimum wage requirements. ■ The Group closely monitored the political, economic and social situation in Sri Lanka. Additional allowances, food and transportation were consequently provided. ■ Regular webinars have been held for colleagues in operating businesses across the Group to share best practice and knowledge, covering a variety of topics such as greenhouse gas emissions, technology deep dives and finance. ■ Given the rise in living costs, the Group rolled out an employee rewards programme across our UK businesses to help support our employees through these challenging times. ■ Employee assistance programmes in certain countries provide employees with various types of support, such as advice on financial difficulties, and mental health and well-being. The metrics and other measures that are used by the Board to help assess employee relations include: ■ Staff turnover rates (see page 56 for more details) ■ Pay rates globally (both in absolute terms and in relation to local inflation and minimum wages) ■ Accident frequency rates (see page 56 for more details) ■ Whistleblowing reports ■ Employee rewards programme registration and activities ■ The level of collaboration activities between businesses ■ Diversity (see pages 56 and 100 for more details) ■ Gender pay gap data (UK only)
CASE STUDY
Noratel 100th anniversary To mark its 100th anniversary, in October 2025, Noratel delivered a global virtual celebration connecting employees across all of its global sites. The Board of discoverIE attended from the Noratel site in Poland, reinforcing visibility and engagement. The event fostered strong global unity, and a sense of pride and belonging. Employees rated the experience highly, reporting feeling part of a shared milestone, strengthening the “One Noratel” culture and demonstrating the impact of active leadership engagement.
■ Sustainability Policy ■ Human Rights Policy
■ Group Health and Safety Policy ■ Anti-Bribery and Corruption Policy
■ Business Ethics Policy ■ Whistleblowing Policy ■ Board Diversity Policy ■ Supplier Code of Conduct ■ Modern Slavery Statement
■ Conflict Minerals Policy ■ Environmental Policy ■ Group Tax Strategy ■ Stakeholder Engagement Policy In addition to the above, clear and fair terms of employment are in place throughout the Group. The Group remains supportive of the employment and advancement of disabled persons and full consideration is given to applications for employment from disabled persons, where the candidate’s particular aptitudes and abilities are consistent with meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where existing employees become disabled, it is the Group’s policy to provide continuing employment, wherever practicable, in the same or an alternative position and to provide appropriate training and support to achieve this aim.
Time allocation, Board and Committee meetings and attendance During the year, attendance by Directors at Board and Committee meetings was as follows: Committees
Overall Attendance %
Director
Board Audit and Risk Remuneration Nomination Sustainability
Bruce Thompson
6 / 6 6 / 6 6 / 6 6 / 6 6 / 6 6 / 6
–
3 / 3 3 / 3
2 / 2 2 / 2
3 / 3 3 / 3 3 / 3 3 / 3 3 / 3 2 / 3
100% 100% 100% 100% 100%
Celia Baxter
3 / 3
Simon Gibbins Nick Jefferies Rosalind Kainyah
– –
– –
–
2 / 2 2 / 2 2 / 2
3 / 3 3 / 3
3 / 3 3 / 3
Clive Watson
94%
Time is provided at the start and the end of each meeting for the Chairman to meet privately with the Senior Independent Director and Non-Executive Directors. The Board’s commitments are taken into account in the preparation and planning of meetings to ensure that all Directors are able to allocate sufficient time to discharge their responsibilities. Board approval is required prior to any Director accepting any external appointments.
94
95
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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