Compliance and Corporate Governance
One of the Group's primary business objectives requires adherence to local, national and international laws, and the requirement that the Group's employees show integrity and honesty in all their dealings. Risk management and internal controls are therefore embedded throughout Intertek, assuring the accuracy and validity of reports and certificates that the Group provides to customers.
The International Federation of Inspection Agents (IFIA) issues a Compliance Code which defines the standards of conduct and integrity with which IFIA members must comply. The Intertek Compliance Code is a document including the detailed set of principles and rules taken from this IFIA Code.
The Group operates a 'zero tolerance' policy in regard to breaches of ethics and all employees are required to sign an agreement, confirming their understanding that any breaches of the Group's Code of Ethics will result in disciplinary action that may include summary dismissal of the employee concerned.
Intertek is committed to maintaining a culture where issues of integrity and professional ethics can be raised and discussed openly. This is why we provide the online Hotline for all employees, contractors and others representing Intertek, to enable confidential reporting of suspected misconduct or breaches of the Code. They can also call the telephone Hotline where calls are answered 24/7 in English by trained specialists and interpreters are available. Independently owned and operated by NAVEX Global, reported concerns will be kept secure and confidential.
All complaints are investigated thoroughly with action taken as appropriate.
What are our compliance goals?
- To avoid conflicts of interest and to act openly, responsibly and within the confines of the law and internationally accepted guidelines.
- To implement current 'best practice' policies in all control procedures.
- To maintain a culture in which all employees know what is expected of them.
- To monitor adherence to organisational controls and reporting procedures.
Who is responsible?
The Intertek Group Head of Legal heads the Group's Compliance team and reports to the Group CEO.
Our corporate governance
Intertek is committed to high standards of corporate governance, business integrity and professionalism in all its activities. The Board is responsible for the proper management of the Company and is also accountable to the Company's shareholders for ensuring that principles of good governance are applied.
The Board comprises a balance of Executive and Non-Executive Directors who bring a wide range of skills and experience to its deliberations. The Non-Executive Directors fulfil a vital role in corporate accountability and bring independent judgment to issues of strategy, performance, resources and standards of conduct.
The Board is committed to good corporate governance and is aware of its responsibility to be accountable to shareholders, and to demonstrate that the Company is properly governed and delivers its strategy. There is a schedule of matters that are specifically reserved for the Board, which can be found here [161 KB PDF].
The Board has established an Audit and Risk Committee, Nomination Committee, and Remuneration Committee (please click on the name of the Committee to see the Terms of Reference for that Committee) in accordance with the provisions of the Combined Code on Corporate Governance.
Compliance with the UK Corporate Governance Code
The Board is required to report on the operations of the Company by reference to the UK Corporate Governance Codes published in May 2010 and September 2012 (together the 'Code'), which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. A copy of the Code is available from the UK Financial Reporting Council at www.frc.org.uk.
Intertek Group Compliance with the UK Corporate Governance Code – Status [235 KB PDF]
Payments to directors on loss of office
The following information is being disclosed with respect to individuals who cease to be a director of Intertek Group plc as required under the Companies Act 2006.
Lloyd Pitchford resigned from the Board on 30 September 2014. He was paid his basic salary and benefits up to the close of business on 30 September 2014 and will receive no bonus for 2014. On 10 March 2014, his previous 2011 LTIP awards vested but all other unvested awards have lapsed as at the date of leaving the Company in accordance with policy. He received no compensation payment for loss of office or any other payment in connection with his departure.
Our internal controls and audits
The Board is ultimately responsible for establishing and maintaining the Group's system of internal controls, and for reviewing its effectiveness. Such a system can realistically only manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable assurance against material misstatement or loss.
The Board confirms that, in addition to internal compliance and quality audits, there is an on-going process for identifying, evaluating and managing any significant risks to the Group's short and long-term value, including those arising from social, environmental and ethical matters. The Audit and Risk Committee reviews the effectiveness of the system of internal control during the year. In particular, it reviews and continues to seek to improve the process for identifying and evaluating the significant risks affecting the business and the policies and procedures by which these risks are managed. This is reinforced by the Intertek Code of Ethics, which provides practical guidance and instruction for staff.