QCA Code Principle 9

Arrangements made by the Company and structures in place to appropriately address corporate governance are set out above and are detailed in the Corporate Governance Statement on pages 21-26 of our Report and Accounts for the year ended 31 December 2023.

These arrangements and all policies and practices are periodically reviewed by the Board throughout the year to ensure they remain effective and, wherever possible and appropriate, are in accordance with corporate governance best practice.

The Board expects the Company’s governance structures and processes to evolve over time as the Company develop and grows in accordance with strategy. Disclosures on this website will therefore be periodically updated to reflect these changes.

The Board is collectively responsible for formulating, reviewing and approving the Company’s strategy; determining the budget; approving corporate actions; monitoring performance and progress against plans and strategy; and for corporate governance within the Company. In order to do this effectively, regular informal discussions are held between the Executive and Non-Executive Directors. The Board meets formally at least four times each calendar year, and at such other times as required. The Board also holds dedicated strategy meetings and regular informal discussions are held between the Executive and Non-Executive Directors.

The Company’s Executive Chairman, John Chambers, is responsible for running the Board effectively and ensuring the Company’s approach to corporate governance is appropriate, with assistance from the Company Secretary. The Executive Chairman has also been instrumental in formalising regular, dedicated strategy meetings.

The Company Secretary ensures that all Directors receive regular and timely information about the Company’s operational and financial performance and that all necessary information is circulated to the Directors sufficiently in advance of meetings to enable the Board to have meaningful discussions and make informed decisions. In addition, all Directors have access to advice and assistance from the Company Secretary and are permitted to obtain independent professional advice at the Company’s expense where they consider it is necessary for them to effectively discharge their duties.

The Executive Directors are responsible for the day-to-day management of the Company, running the business and informing and consulting with the Board about any significant financial and operational matters.

Arthur Manners, the Finance Director, has overall control and responsibility for all financial aspects of the Company’s strategy. The Finance Director is responsible for the Company’s out-sourced accounting function and ensures all financial systems are robust, compliant and support current activities and plans for future growth. The Finance Director also co-ordinates corporate finance and has responsibility for funding and capital requirements, debt, taxation, equity and acquisition finance.

Other key areas of responsibility for the Non-Executive Directors include constructively challenging and helping to develop proposals on strategy: monitoring and scrutinising reporting of performance against agreed goals and objectives; determining the integrity of financial information and that financial controls and risk management systems are robust and defensible; and determining remuneration of the Executive Directors, appointing and removing Executive Directors and planning succession (through the Nomination and Remuneration Committee as detailed below).

The Board has a formal schedule of matters that require approval by the Board and is supported by the Audit and Nomination and Remuneration Committees as detailed below.

A copy of the Schedule of Matters Reserved to the Board and of the Audit Committee and Nomination and Remuneration Committee Terms of Reference are available on the Documents & Papers page of this website.

Audit Committee

The Audit Committee meets at least twice a year and is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. The major tasks undertaken by the Committee include monitoring the integrity of the Company’s financial reporting, reviewing internal controls and risk management systems and oversight of the external audit process. The Executive Directors are invited to attend the Audit Committee meetings if appropriate.

The Audit Committee meets the auditors and reviews reports from the auditors relating to the accounting and internal control systems. It also oversees the relationship with the external auditors including reviewing the effectiveness of the audit and assessing annually their independence and objectivity, taking into account relevant UK professional and regulatory requirements, and the relationship with the auditors as a whole, including non-audit services and monitoring the auditors’ compliance with relevant ethical and professional guidance. The Committee reviews the Company’s compliance with accounting, legal and listing requirements. The members of the Audit Committee are the Executive Chairman, John Chambers, and Non-Executive Directors, Katie Wade, Tom Libassi, and Andrew Christie, who is also the Committee Chairman.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee meets at least twice a year and is responsible for determining and agreeing the Board policies for pay, bonuses, incentives and other rewards; employee benefits; and the conditions of employment. The Committee’s Terms of Reference try to ensure that members of the executive management are provided with sufficient incentives to encourage enhanced performance and are in a fair and responsible manner rewarded for their individual contribution to the success of the Company.

The Nomination and Remuneration Committee has responsibility for periodically reviewing the structure, size and composition of the Board with a view to the Company’s strategy and likely future requirements; considering succession planning; and identifying candidates and recommending new appointments to the Board.

The members of the Nomination and Remuneration Committee are the Executive Chairman, John Chambers, and Non-Executive Directors, Katie Wade, Tom Libassi, and Andrew Christie, who is also the Committee Chairman.