The Company is listed on AIM and is subject to the ‘City Code on Takeovers and Mergers’. The Company has chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code. The Board is committed to high standards of corporate governance.
Executive Chair’s Corporate Governance Statement
All members of the Board believe strongly in the value and importance of good corporate governance and in our accountability to all of Altitude’s stakeholders, including shareholders, staff, customers and suppliers. In the statement below, we explain our approach to governance, and how the Board and its committees operate.
The corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration, and internal control is based upon practices which the Board believes are appropriate for the size, risks, complexity and operations of the business and is reflective of the Group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies.
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The Board considers that it complies with the principles of the QCA Code, with the following exceptions:
Board evaluation: the Board undertakes periodic internal reviews of its effectiveness, supported by Committee self-assessments. Given the recent changes in leadership structure and planned additions to the Board, a formal externally facilitated evaluation will be considered following the next full financial year, once the refreshed governance framework has been embedded.
Executive Chair arrangement: following the CEO’s departure, the Board appointed an Executive Chair on 15 July 2025. The Board keeps leadership structure under review as part of ongoing Director recruitment and succession planning.
Independent NEDs: the Board has initiated a search to appoint at least one independent NED to more closely align with the QCA Code recommendations, the Board expects to update shareholders by the end of the current financial year.
Roles and responsibilities of the Executive Chair
Alexander Brennan, the Executive Chairman since 15 July 2025, is responsible for running the Board and ultimately for all corporate governance matters affecting the Group, alongside his executive responsibilities. He is an experienced Executive and Non-Executive Director.
The Executive Chair leads the Board, sets its agenda, and oversees governance and strategic direction. He ensures effective communication with shareholders and that the Board is aware of their views.
Day-to-day performance delivery and operational execution are led by the Chief Operating Officer (‘COO’), Chief Financial Officer (‘CFO’), and Chief Strategy Officer (‘CSO’) who are responsible for implementing the strategy approved by the Board and reporting on progress.
This division ensures the Executive Chair remains focused on strategic leadership and governance, with operational control retained within the executive management team.
Board composition and compliance
The QCA Code recommends that the Board maintains an appropriate balance between Executive and Non-Executive Directors, including at least two who are independent. As at October 2025, the Board comprises five Directors, including one Non-Executive Director who is no longer considered independent due to length of service. The Company has commenced a formal search process to appoint at least one additional Independent Non-Executive Director and expects to update shareholders on progress before the end of the current financial year.
The Executive Chairman and Non-Executive Director bring wide and varied commercial experience to the Board and committee deliberations. They are appointed for an initial three-year term, subject to election by shareholders at the first AGM after their appointment and at each subsequent AGM. A Non-Executive Director is typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. The Company remains committed to a Board which has a balanced representation of Executives and Non-Executives.
10 Principles of the QCA Code
Principle 1: Establish a purpose, strategy and business model which promote long term value for shareholders
Altitude is a diversified portfolio Group that is the leading end-to-end solutions provider for branded merchandise across a variety of sectors from the corporate and print vertical markets to the higher-education and collegiate sector.
The Company’s purpose is to deliver Services to its members, UGS customers and Preferred Partners that help them to drive sales growth, increase cost savings and improve their efficiency and ease of doing business.
Products and services are delivered in two distinct areas - Services and Merchanting. Services are derived from operating distributor/vendor networks in the promotional products industry comprising of technology and software applications, membership subscriptions, Preferred Partner programmes, and marketing services programmes. The Company’s Merchanting programmes focus on the sale of promotional products and includes AIM Capital Solutions (ACS) and our Gear Shops (UGS).
A more detailed overview of the Company’s business strategy can be found in the Executive Chairman’s Statement in the Company’s Annual Report & Accounts.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Company’s culture is characterised by the following core values, which are communicated to staff through a number of mechanisms:
Build meaningful connections - Whilst dealing with any of our stakeholders, be they customers, partners, investors or employees, foremost in our minds is building great, meaningful relationships. We are not a provider of arms-length transactional services; we are here to listen, understand, support and deliver tangible benefits as best we can.
Keep things simple - Whether it is our processes, communication, services or software, we strive to keep things simple. Fewer moving parts make for clearer, more efficient and reliable operations. We don’t make our customers jump through hoops to speak to us, nor do we make them study an article to understand its meaning. We get straight to the incoming call, to the email in our inbox, to the point, and provide a fast, helpful and clear response.
Treat everybody the same - Whoever you talk to, whether internally or externally, their impression of the Altitude service should be the same. We treat everyone equally, with respect, and remain transparent as a business.
Do the right thing - Altitude cares about doing what’s best for our customers and for each other. We own problems and solve them, regardless of whether it’s our designated responsibility. With or without a corporate process, we will strive to provide a satisfactory solution in every case.
Share your knowledge - Knowledge is valuable. Our customers, prospects and colleagues can all benefit from the knowledge that we have to offer. Altitude and its staff have a whole host of skills, expertise and experience to share with others and we are proud to do so.
The Board believes that having a culture that is based on these five core values is a competitive advantage and consistent with fulfilment of the Company’s execution of its strategy.
The culture is monitored through the use of a satisfaction and engagement survey which is undertaken on an annual basis and to which all permanent staff are invited to contribute. The Board reviews the findings of the survey and determines whether any action is required to further support the culture or to address any deviations from it.
Principle 3: Seek to understand and meet shareholder needs and expectations
Responsibility for investor relations currently rests with the Executive Chair, the CSO and Non-Executive Director with other committee meetings involvement as and where necessary.
The Company is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and encourages shareholders’ participation in face-to-face meetings.
A range of corporate information, including all regulatory announcements, is also available to shareholders, investors and the public on the Company’s website.
The Company’s environmental and social matters can be found in the Company’s s.172 Report in the Annual Report & Accounts.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Company is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Company’s employees, partners, customers, suppliers and regulatory authorities.
The Executive Chair is ultimately responsible for stakeholder engagement and works with the Board to identify the key resources and relationships on which the Company relies.
The Company’s operational and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Company for the benefit of its members as a whole.
The Company makes significant efforts to ensure effective engagement with both institutional and private shareholders. In addition to the usual roadshows following the release of full year and interim results, each of which was expanded to include a greater number of existing and potential new investors, we also provide shareholders with the opportunity to question the Board after the AGM has been closed.
Stakeholder feedback is discussed by the Board on a regular basis. Details of the outcomes of these discussions, the actions taken as a result of them, as well as the specific feedback mechanisms in place for each stakeholder group, can be found in the Company’s s.172 Report in the Annual Report & Accounts.
The Company takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. The Company maintains various procedures and systems to ensure full compliance with health and safety and environmental legislation relevant to its activities.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Company maintains a comprehensive risk register identifying principal and emerging risks, including financial, operational, compliance, and climate-related risks, together with the controls in place to mitigate them.
The Audit Committee has primary responsibility for reviewing and challenging the effectiveness of the Group’s internal control and risk management systems. It reviews the risk register in detail at least twice per year, considering any new or emerging risks and the adequacy of mitigating actions.
The Board retains overall responsibility for determining the Group’s risk appetite and for approving the Company’s statements on principal and emerging risks. The Board considers a summary of the Audit Committee’s findings bi-annually, ensuring that the risk framework remains aligned with the Company’s purpose, strategy, and governance standards.
Within the scope of the annual audit, specific financial and operational risks are also evaluated, including those relating to foreign currency, liquidity, and credit exposures. The Audit Committee ensures that appropriate assurance—through management review, external audit, and, where necessary, specialist third-party validation—is maintained to support effective risk oversight.
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
The members of the Board have a collective responsibility for promoting the long-term success of the Company.
The Executive Chair provides leadership of the Board, governance oversight, and strategic direction.
Operational performance and day-to-day management are the responsibility of the COO, CFO and CSO, who report regularly to the Board.
This structure ensures appropriate division between governance and management responsibilities, maintaining accountability and oversight.
The Board consists of five Directors of which four are executive and one is Non-executive. The Board is supported by three committees: Audit, Remuneration and Nomination.
The QCA Code recommends that the Board includes at least two independent Non-Executive Directors. As at October 2025, the Board comprises one Non-Executive Director, Peter Hallett, who is no longer considered independent due to length of service. The Board recognises that this does not fully meet QCA expectations and has commenced a formal process to appoint an additional independent Non-Executive Director. Shareholders will be updated on progress before the end of the current financial year.
The skills and experience of each Board member is reviewed on an annual basis. Details of each Director’s individual skills and experience, as well as how these skills inform and oversee the execution of the Company’s strategy, can be found in the Company’s Annual report & Accounts, as well as the AIM Rule 26 page of the Company’s website.
Non-executive Directors are required to attend a minimum of 5 Board meetings per year and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors. In addition, Non-Executive Directors attend Board Committee meetings as required.
The Executive Chair is responsible for ensuring that, to inform decision-making, Directors receive accurate, sufficient and timely information. The Company Secretary compiles the Board and committee papers which are circulated to Directors prior to meetings.
The Company Secretary provides minutes of each meeting, and every Director is aware of the right to have any concerns minuted and, where appropriate, to seek independent advice at the Company’s expense.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Executive Chair has overall responsibility for corporate governance and for promoting high standards throughout the Company. He leads and chairs the Board, ensuring that Committees operate effectively under appropriate terms of reference, and that Board and Committee performance are reviewed on a regular basis.
The Executive Chair and CSO provides strategic leadership and oversight, maintaining the confidence of shareholders and financial institutions, ensuring that the Company’s assets and reputation are safeguarded, and that effective communication flows between the Board, investors, and employees.
The COO and CFO are responsible for the day-to-day management of operations and financial performance, reporting regularly to the Board. This ensures that operational accountability rests with the executive team, while governance and strategic direction remain under the purview of the Board and its Committees.
The Executive Chair also ensures that the Board remains aware of the views and opinions of employees and other stakeholders on relevant matters, reinforcing alignment between strategy, culture, and execution.
The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Company, providing executive leadership to managers, championing the Company’s core values and promoting talent management.
The Non-Executive Director contributes independent thinking and judgement through the application of their external experience and knowledge, scrutinises the performance of management, provides constructive challenge to the Executive Directors and ensure that the Company is operating within the governance and risk framework approved by the Board.
The Company Secretary is responsible for providing clear and timely information flow to the Board and its committees and supports the Board on matters of corporate governance and risk.
The Board is also supported by an Audit Committee, a Remuneration Committee and a Nomination Committee. The chair of each Committee reports to the Board on the activities of that Committee.
Due to the current composition of the Board, each Board Committee temporarily comprises one Non-Executive Director and two Executive Directors. To ensure appropriate independent oversight during this period, Peter Hallett chairs all Committees.
This structure ensures the Committees remain fully operational while the Board finalises the appointment of an additional Independent Non-Executive Director. Upon appointment, the new Independent Director will join the Committees.
The Audit Committee monitors the integrity of financial statements, oversees the effectiveness of the Group’s risk management and internal control systems, and reviews the independence and performance of the external auditor. The Company does not currently operate an internal audit function; instead, the Committee ensures that appropriate alternative assurance mechanisms, including management reviews, external audit feedback, and targeted third-party assessments, are in place and remain effective in providing reasonable assurance over key financial and operational controls.
The Remuneration Committee sets and reviews the compensation of Executive Directors including the setting of targets and performance frameworks for cash- and share-based awards. The role of the Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Chair and Executive Directors, including pension rights and compensation payments. It also recommends and monitors the level and structure of remuneration for senior management. When setting the remuneration policy, the Committee reviews and considers the pay and employment conditions across the Group, especially when determining salary increases.
The Nomination Committee is responsible for ensuring that the Company maintains an effective and balanced Board with the appropriate skills, experience, and diversity to support its strategic objectives. The Committee oversees succession planning for the Board and senior management. It regularly reviews the structure, size, and composition of the Board and its committees, making recommendations to the Board on the appointment and re-appointment of Directors as appropriate. The Committee also reviews the skills and experience of each Board member an annual basis. Details of each Director’s individual skills and experience, as well as the roles of all external advisors to the Company, can be found in the Company’s Annual Report & Accounts, as well as the AIM Rule 26 page of the Company’s website.
The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the Company evolves.
The key matters reserved for the Board are:
Setting long-term objectives and commercial strategy;
Approving annual budgets;
Changing the share capital or corporate structure of the Group;
Approving half-year and full-year results and reports;
Approving dividend policy and the declaration of dividends;
Ensuring a satisfactory dialogue with shareholders;
Approving major investments, disposals, capital projects or contracts;
Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; and
Approving changes to the Board structure.
The Board will continue to monitor its governance structures as the Company grows and will take action as appropriate to develop and enhance its governance functions.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board undertakes periodic, informal, reviews of its performance against its corporate strategy. The board also seeks the views of key stakeholders, including advisers and shareholders, as to an evaluation of the board’s performance.
The Board supports the QCA Code’s principle to review regularly the effectiveness of the Board’s performance as a unit, as well as that of its Committees and individual Directors. The findings of each evaluation are actioned by the Board, factored into succession planning and progress against them is discussed in the following evaluation.
The Board may consider the use of external facilitators in future board evaluations.
The Nomination Committee has in place provisions for succession planning, which take into account Medium and Long-term succession plans as well as succession needed in emergency situations. Within this review the Committee looks at strengths, risks and mitigations, and approach to replacement, making recommendations to the Board as appropriate.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Company believes that effective remuneration is essential for incentivising performance and growth across the business.
The Remuneration Committee regularly reviews the Company’s remuneration policy to ensure that it incentivises growth, rewards employees fairly for their work and that it is aligned with the Company’s strategy, purpose and culture.
Details of the Company’s remuneration policy can be found in the Remuneration Committee Report in the Company’s Annual Report & Accounts.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Company is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), which provides an opportunity for direct engagement.
A range of corporate information, including all regulatory announcements, is also available to shareholders, investors and the public on the Company’s website. This includes disclosure of the outcomes of all votes, historical annual financial reports and notices of all general meetings over the last five years.
The Company discloses the outcomes of all shareholder votes (for/against/withheld) and provides, where relevant, a summary of any significant dissent and subsequent engagement actions.
This information was last updated 17 November 2025