Corporate Governance and Compliance

As a company which will be admitted to trading to AIM, the Company is not required to comply with a particular corporate governance code. However, it is required to provide details of the corporate governance code it has decided to apply and state how it will comply with that code. The Directors support high standards of corporate governance and have decided to comply with the QCA Code and the Company is fully compliant with the QCA Code.

Last reviewed on 05 August 2022.

Principle 1: Establish a business strategy and business model which promote long-term value for Shareholders

The Group’s business model and strategy is set out in Part I of this document. The Directors believe that the Group’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Group. The principal risks facing the Group are set out in Part II of this document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, including implementing a risk management framework.

Principle 2: Seek to understand and meet Shareholder needs and expectations

Prior to Admission, the Directors undertook a roadshow which has informed the Company as to its Shareholders’ expectations following Admission. In due course following Admission, the Company’s annual report and notice of annual general meeting (“AGM”) will be sent to all Shareholders and will be available for download from the Company’s website. There will be an active dialogue maintained with Shareholders. Shareholders will be kept up to date via announcements made through a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a Regulatory Information Service. The Company’s AGM will be an opportunity for Shareholders to meet with the Non-Executive Chairman and other members of the Board. The meeting will be open to all Shareholders, giving them the opportunity to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the AGM will be announced through a Regulatory Information Service. The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored and the Company intends to engage with Shareholders who do not vote in favour of resolutions at AGMs. All contact details for investor relations are included on the Group’s website.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff and customers part of its business strategy. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decisionmaking process and day-to-day running of the business. The Company intends to implement a formal Environmental, Social, Regulatory and Governance Responsibility (ESG) policy, strategy and committee in due course. The committee will monitor the implementation of ESG practises to ensure the Group conducts its business with a view of long- term sustainability for its customers, employees, communities, the environment as well as its shareholders.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The principal risks facing the Group are set out in Part II of this document. The Directors will take appropriate to identify risks and undertake a mitigation strategy to manage these risks following Admission. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the Annual Report and Accounts going forward. The Board has overall responsibility for the determination of the Group’s risk management objective and policies and has also established the Audit Committee.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chairman

On the Board comprises the following persons:

  • three Executive Directors, including the Executive Chairman
  • three Executive Directors, including the Executive Chairman

The biographies of the Directors are set out in paragraph 11 of Part I of this document. The Non- Executive Directors Seshu Bhagavathula and David Wilkinson are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board. The Board is also supported by the Audit Committee, the Remuneration Committee and Nomination Committee, further details of which are set out in paragraph 17.4 of Part I of this document. The Board will meet regularly and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders. However, it is the intention of the Board to appoint a further independent non-executive director in due course.

Principle 6: Ensure that between them the Directors have the necessary up to date experience, skills and capabilities

The skills and experience of the Directors are summarised in their biographies set out in paragraph 11 of Part I of this Document. The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to drive the Group forward. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s solicitors in respect of continued compliance with, inter alia, MAR.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors will consider the effectiveness of the Board, Audit Committee, Remuneration Committee, and individual performance of each Director. The Company has a Nomination Committee which will conduct a regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective. The outcomes of performance will be described in the Annual Report and Accounts of the Group.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Group has a responsibility towards its staff and other stakeholders. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings. The staff handbook and policies promote this culture and include such matters as public interest disclosure (whistleblowing), social media, anti-bribery and corruption, anti-money laundering and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Group. The culture is set by the Board and is regularly considered and discussed at Board meetings.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Chairman, supported by the Non-Executive Deputy Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board. The Board is supported by the Audit Committee, Remuneration Committee and Nomination Committee. There are certain material matters which are reserved for consideration by the full Board. Each of the committees has access to information and external advices, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders

Responses to the principles of the QCA Code and the information that will be contained in the Company’s Annual Report and Accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the Annual Report and Accounts as well as its half year report are key communication channels through which progress in meetings the Group’s objectives and updating its strategic targets can be given the Shareholders following Admission. Additionally, the Board will use the Company’s AGMs as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Group and its progress. The Company’s website will be updated on a regular basis with information regarding the Group’s activities and performance, including financial information. All contact details for investor relations are included on the Group’s website.