Governance

The Board of Directors of the Company is ultimately responsible for the stewardship of the Group and overseeing the management of the business. Its duties and responsibilities include consideration and approval of strategic planning, group financing, operating capital and budgets, identification and management of risks, implementing systems and controls to effectively monitor and manage the Group’s operations and performance and establishing appropriate systems of corporate governance.

Download the Schedule of Matters Reserved for the Board »

The Board maintains a balance of non-executive and executive directors that is effective for the promotion of corporate objectives, the protection of the interests of all shareholders and stakeholders and for the governance of the Group. 

Date of appointment: 28th September 2012

Mr Heiden has extensive experience at the most senior levels of industry in a career which has spanned a range of leading engineering, manufacturing and technology companies. These include Rolls-Royce plc, where he was Group Finance Director, and, most recently, FKI plc, where he was Chief Executive Officer. He has extensive experience in the UK, USA and EU. Until recently Mr Heiden was also the Chairman of Talaris Topco plc, a company owned by the Carlyle Group, and United Utilities plc.

Other current appointments;

  • Non-executive Director of the London Stock Exchange Group plc
  • Non-executive Director of Meggitt plc
  • Non-executive Chairman of A-GAS


Date of appointment: 22nd June 2012

Mr. Bloom has significant experience in building high-growth technology companies across a range of sectors. He has strong connections in Asia, in particular with Chinese businesses, institutions and government organisations. As Chairman of ReneSola, Mr Bloom helped this company to list on AIM London and then the New York Stock Exchange, steering the Company through rapid growth to become a $1.5 billion plus turnover company in just a few years.

Other current appointments;

  • Non-executive Director of ReneSola Limited
  • Non-executive Chairman of Mayair Group Plc

Date of appointment: 20th January 2012

Mr Maguire has Board-level experience of listed and unlisted technology rich companies. He joined the Company from Etisalat Nigeria, where he was CFO of the mobile operator during its initial rapid growth phase. He was previously CFO at FTSE 250 THUS Group plc for eight years, and prior to that worked in a number of senior finance positions, including Vice President Finance Japan and Asia, Cable & Wireless, based in Tokyo. Mr. Maguire is a Chartered Accountant, having trained with Ernst & Young.

Other current appointments;

  • Non-executive Director of Jee Limited


Date of appointment: 22nd June 2012

Mr Muller was one of the founding members of ARM Limited when it was created as a joint venture in 1990 between Apple and Acorn. Mr Muller occupied the post of Marketing Director and changed roles in 1996 to become Executive VP of Business Development before becoming Chief Technology Officer in 2000. Mr Muller brings unique experience in building a partnership-based business that has enabled a broad ecosystem of thousands of companies that collaborate together to create innovative technology solutions.

Other current appointments;

  • Chief Technology Officer of ARM Holdings plc

Date of appointment: 22nd June 2012

Mr Cama is a former Chief Executive Officer of HSBC India and Malaysia, and was most recently Group General Manager of Group Management Office at HSBC Holdings plc prior to his retirement.  Mr Cama’s 44-year career at HSBC included a variety of senior management positions in Asia and the Middle East. Mr Cama was also formerly Chairman and Director of IL and FS Wind Power Management Pte Ltd and IL and FS Wind Power Trust Pte Ltd.

Other current appointments;

  • Non-executive Director of HSBC Private Banking Holdings (Suisse) SA.
  • Non-executive Director of HSBC Bank Bermuda Limited
  • Non-executive Director of Tata Capital Plc
  • Non-executive Director of Tata Capital Pte Ltd Singapore and two of its subsidiaries
  • Director of I.B. Tauris & Co Limited.


Date of appointment: 15th July 2005

Mr. Guidotti is an independent business consultant with over 30 years business experience. He has worked in investment banking, first for the Banque Européenne pour l’Amérique Latine (at the time a Fortis affiliate) and then for the Royal Bank of Canada. He has also managed various business divisions at the Southern Cone headquarters of ExxonMobil in Buenos Aires. In 1997, Mr Guidotti was appointed Senior Advisor to the President of the Central Bank of Argentina. Mr. Guidotti is a CPA and holds a degree in Business Administration from the Universidad Católica Argentina, Buenos Aires, where he has also been Professor of General Management and Business Strategy for several years.

Other current appointments;

  • Director of Explotación San Pedro S.H.


Date of appointment: 2nd May 2014

Dr Brown manages early stage companies and divisions of FTSE100 groups in the energy and technology sectors and has worked as a corporate finance adviser to governments and energy companies with banks including Merrill Lynch, UBS and HSBC. She is an experienced Non-executive Director and has chaired the Audit Committees of WSP Group plc, Mirland Development Corporation plc and Bridge Energy ASA.  Dr Brown holds a First Class degree and PhD in Chemistry from the University of Cambridge and a Masters of Business Administration from the Cass Business School, is a Fellow of the Chartered Institute of Management Accountants and is a Chartered Director.

Other current appointments;

  • Chief Financial Officer of The Penspen Group Limited
  • Non-executive Director of Mirland Development Corporation plc


Board procedure

Membership of the Board comprises the Chairman, two executive directors and four non-executive directors (four of which are classed as independent in accordance with the UK Corporate Governance Code). The roles of the Chairman and CEO are also split in accordance with The UK Corporate Governance Code.

The Board meets monthly (10 times per annum) and more often if required.

Download the Division of responsibilities between the Chairman and Chief Executive Officer


Board committees

In this section you will find information relating to Intelligent Energy's Board committees.

Audit & Risk Committee

Members: Caroline Brown (Chair), Zarir Cama, Michael Muller

The Board has established an audit and risk committee with formally delegated duties and responsibilities. This committee meets at least four times a year and all of its members are independent non-executive directors. This committee is responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes.

Download the Audit and Risk Committee Terms of Reference »

Policy for the provision of non-audit services by the external auditor

Remuneration Committee

Members: Zarir Cama (Chair), Michael Muller, Caroline Brown

The remuneration committee meets at least two times per year and all of its members are independent non-executive directors. This committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for executive directors and the Chairman, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under share-based schemes for Group employees.

The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.

Download the Renumeration Committee Terms of Reference »

Nomination Committee

Members: Paul Heiden (Chair), Zarir Cama, Michael Muller, Caroline Brown, Flavio Guidotti

The nomination committee is expected to meet at least once per year and the majority of its members are independent non-executive Directors. This committee is responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors. 

Download the Nomination Committee Terms of Reference »


Articles of Association

Download our Articles of Association »


Corporate responsibility

The Company seeks to be a good corporate citizen wherever it conducts business, to observe all national and local laws and take into account regional and local concerns, customs and traditions.

One of the fundamental principles of Intelligent Energy is to conduct all of its business in an open, honest and ethical manner.

We take a zero tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all business dealings and relationships, within all jurisdictions in which we operate, complying with the requirements of the UK Bribery Act. The Company has adopted group-wide anti-bribery policies; in support of these it is strengthening internal controls as part of its anti-bribery management system and is in the process of working towards achieving BS 10500 certification.

Download our Anti-Slavery and Human Trafficking Statement »