MOTUS

Ethical leadership

The governing body should lead ethically and effectively.

The board of directors (“board”) is the governing body and is committed to the good corporate governance principles as set forth in King IV.

The board subscribes to those generally accepted norms of conduct that find application in society as a whole.

Motus’ approach to corporate governance is guided by the overarching principles of fairness, accountability, responsibility and transparency.

Motus has a written code of ethics for the Group as a valuesbased organisation, which also applies to all directors.

Responsible corporate citizenship

The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.

The board oversees the governance and activities relating to demonstrating that the Group is a good corporate citizen, including compliance with the Constitution, laws, standards and own policies and procedures, as well as consistency with the Group’s purpose, strategy, and code of ethics.

The SES approves the strategy and monitors the implementation of the Group’s commitment to being a good corporate citizen. The strategy and plan include the Group’s impact on the environment and its ongoing corporate social investment.

When engaging with stakeholders and various communities Imperial is committed to improving the material wellbeing of societies in which it operates. Careful consideration is given to the utilisation of energy, water and other environmental resources to ensure an effective contribution to sustain the environment for the future.

Reports and disclosure

The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance and its short, medium and long-term prospects.

The board is assisted by the audit and risk committee to review the integrity of the annual integrated report. The annual integrated report will include all relevant information to enable stakeholders to make an informed assessment of Motus’ performance in the short, medium and long term.

Composition of the governing body

The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

The board is satisfied that its composition is appropriate, considering the size of the Group, requirements of knowledge, skills experience, independence, committees, quorum requirements and regulatory requirements.

The CEO and CFO are members of the board.

The board has set diversity targets.

A majority of board members are independent non-executive directors.

A nomination committee, chaired by the board chair, has been established with a formal charter and tasked with recommending candidates to fill vacancies to the board.

The board charter includes a formal and transparent process for the nomination, election and appointment of directors to the board.

Declarations of interest are tabled at every board and committee meeting.

The chair of the board is an independent non-executive director, is not a member of the audit and risk committee and is a member but not the chair of the remuneration committee.

Performance evaluations

The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members support continued improvement in its performance and effectiveness.

The board will conduct a facilitated evaluation of the board, the chairman, board committees and individual directors at least every two years. The chairman, assisted by the company secretary, will conduct the evaluation process in the intervening years.

The company secretary performance will also be evaluated.

The first board evaluation will be conducted during 2020.

Risk and opportunity governance

The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.

The board, with the assistance of management and the audit and risk committee, recognises the key role of appropriate Group-wide risk management in the strategy, performance and sustainability of the Group.

The functions of audit and risk have been combined into a single committee, ensuring that there is co-ordination in respect of the evaluation and reporting of risks.

The implementation of processes to ensure that the risks to the sustainability of the business are identified and managed within acceptable parameters, is delegated to management. Management continuously identify, assess, mitigate and manage risks within the existing operating environment.

Mitigating controls are in place to address identified risks, which are monitored on a continuous basis.

Compliance governance

The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that it supports the organisation being ethical and a good corporate citizen.

The board, with the assistance of management and the audit and risk committee, ensures that the Group complies with applicable laws and regulations, as well as adopted nonbinding rules, codes and standards.

The Group has identified the laws, codes and standards that impact its operations.

The board has delegated the responsibility for implementing compliance to management.

Assurance

The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decisionmaking and of the organisation’s external reports.

The audit and risk committee oversees and manages the Group’s combined assurance approach.

The board, assisted by the audit and risk committee, ensures that there is internal or external assurance of:

• the internal control environment,
• integrity of information for management decision making, and
• external reporting.

Responsibility of shareholders

The governing body of an institutional investor organisation should ensure that responsible investment is practised by the organisation to promote the good governance and the creation of value by the companies in which it invests.

Only applicable to institutional investment companies.