Governance

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The Board of Directors is committed to growing and protecting the value of the assets of the Company and at all times acting in the best interests of all shareholders.

The core activities of the Board of Directors are to:

  • Establish the overall strategy of the Company and oversee its execution
  • Review and monitor the appropriate corporate financing arrangements for the Company
  • Approve the financial statements and dividend policy of the Company 
  • Identify and monitor the principal risks facing the business and ensure the implementation of appropriate and effective risk management and internal control systems
  • Review and approve the execution of asset acquisitions and divestments, annual budgets, major capital expenditure investments and material contracts
  • Set the corporate polices of the Company
  • Supervise performance and succession planning for the Company’s Executive Officers and members of the Board
  • Ensure integrity and continuity in the governance of the Company and compliance with appropriate laws and regulations

The main activities of the Board are undertaken in scheduled meetings that are timed to link with key events in the annual corporate calendar.  Additional meetings and conference calls, as well as operational site visits, are carried out to consider specific matters that require decisions outwith the usual schedule.

All Board Directors have a rolling one year term of office, renewable at the time of the Company’s Annual and Special Shareholders Meeting.

Strategy Execution & Business Management
The Board delegates the authority for day-to-day management and operation of the business to the Chief Executive Officer and other Executive Officers of the Company.  The Executive Officers and a number of key senior managers constitute Ithaca’s Management Committee, which is responsible for the execution of the Company’s strategy.  The Management Committee meets weekly as part of monitoring the detailed performance of all aspects of the business and ensuring effective day-to-day management of business issues.

Governance
The Directors are committed to maintaining high standards of corporate governance. The Directors have established procedures, so far as is practicable, given the Company’s size, to comply with the Combined Code as modified by the recommendations of the Quoted Companies Alliance. The Company has adopted and operates a share dealing code for directors and senior employees on substantially the same terms as the Model Code appended to the Listing Rules of the UKLA.

Ithaca is not subject to the UK Takeover Code on Mergers and Acquistions. Ithaca is a Canadian incorporated company where takeover and merger activity is governed by Securities and Corporate law.