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.

Chairman’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:

a formal Board evaluation exercise has not yet been undertaken
due to its size, the Board does not consider a nominations committee to be necessary

Roles and responsibilities of Chairman

David Smith, the Non-Executive Chairman since 26 November 2021, is responsible for running the Board and ultimately for all corporate governance matters affecting the Group. He is an experienced Executive and Non-Executive Director.

The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He ensures that the Executive Directors develop a strategy which is supported by the Board as a whole. The Executive Directors, through the Chief Executive Officer, are responsible for executing the strategy agreed by the Board.

Board composition and compliance

The QCA Code requires that the boards of AIM companies have an appropriate balance between Executive and Non-Executive Directors, of which at least two should be independent. Including the Chairman, the Group currently has three Non-Executive Directors, two of whom are deemed to be independent.

The Non-Executive Chairman and Non-Executive Directors 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, after which their appointment may be extended subject to mutual agreement and shareholder approval. 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

1: Establish a 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.

We deliver products and services 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. Our Merchanting programmes focus on the sale of promotional products and includes AIM Capital Solutions (ACS) and our Adjacent Market Programmes (AMPs).

Technology is at our core, we support our Services and Merchanting divisions with our proprietary technology platforms providing product search engines, order management tools, design applications, and e-commerce sites that deliver innovative solutions. Our trading platform facilitates the execution of both offline and online transactions. With an eye ever on the future we continue to innovate and develop our systems to drive efficiency and scalability – today Artificial Intelligence (AI) presents great opportunity to deliver new AI tools to drive efficiency and scale.

The Industry We Serve
The market for promotional products in the US alone is estimated to be worth more than $25.8 billion (Source: ASI). It is very fragmented with approximately 3,000 suppliers and 23,000 distributors serving a very broad customer base, spanning small businesses to large corporates and non-profit organisations.

What Do We Do
We deliver Services to our members and Preferred Partners that helps them to drive sales growth, increase cost savings and improve their efficiency and ease of doing business.

Services – Member benefits: In addition to our marketplace platform, the Group delivers highly sought-after business benefits to members and affiliates such as:

Preferred Partner pricing benefits
Freight programmes and shipping discounts
Community & networking opportunities
Education & professional development
Expanded marketing services, products and tools

Services - Preferred Partner: The Group provides vendors and suppliers with services to expand their visibility and sales to the AIM and ACS community through:

Top level visibility across our marketplace product search engine
Preferred technology integration opportunities
Guaranteed participation in publications, catalogues, educational product programmes and merchandise campaigns
Expanded access to AIM community via social media and events

Services - Technology: Our marketplace platform delivers important opportunities and efficiencies to our members and affiliates, improving profitability through:

Efficiency – providing an intuitive online ordering experience for buyers coupled with the back-end technology stack to support the quick fulfilment of orders for branded merchandise
Effectiveness – ensuring product / inventory availability whenever and wherever you are, with 24/7/365 uptime and a mobile first approach
Experience – delivering the right experience and high degree of satisfaction for members, affiliates, partners, and end-buyers
Trust – providing a complaint and reliable service from start to finish

Merchanting

Gear Shops: The Group secures long term contracts within the higher-education and collegiate sectors to provide, technology & e-commerce solutions, marketing tools, supply chain know-how and innovative retail experiences across the US markets. Additionally, via a partner, we provide access to textbooks to deliver a seamless, single on-campus solution. As a result, Gear Shops:

Provide specialist expertise on branded merchandise with access to full product ranges from our Preferred Partners
Provide e-commerce, marketing solutions and modern/innovative spaces to drive brand awareness and community engagement
In specialised partnership, seamlessly deliver a single Gear Shop solution, delivering both branded merchandise with course materials and text books

ACS Affiliates: The Group recruits high-calibre sales professionals to affiliate (Affiliates) with the Group which:

Enables Affiliates to focus on sales activities, which is their skillset, and to become part of a corporate business driving growth and profitability, which is our skillset, which helps them exceed their stand-alone potential
Full utilisation of technology is both advantageous and mandatory
Provides scalable expansion and growth back to the Group

How We Make Money

Services

Technology: The Group derives SaaS technology fee revenue for marketplace access, e-commerce solutions and its proprietary ERP system.

Business Benefits: The Group derives subscription fee revenue from providing a broad range of services to distributors including supplier relations services, negotiated group discounts, events and exhibitions, catalogues, artwork services and marketing programmes.

Preferred Partner Services: The Group derives revenue through gross transaction fees on orders through our supplier network, vendors and other service providers in return for providing marketing services and promotion of those suppliers to distributors. Revenues from this source reflect the value of the resulting purchase orders placed with Preferred Partners by distributors.

Altitude succeeds and scales through its ability to influence and direct member purchasing through its preferred suppliers, through its ability to recruit high calibre sales affiliates and via expansion of the Gear Shop solution.

Merchanting

Gear Shops: The Group derives revenue from long term contracts that require an initial up-front investment and specialist licensing via successful integration of our technology and marketing solutions and from the sale of branded merchandise through adjacent higher-education / collegiate markets

Affiliates: The Group derives revenue from the sale of promotional products which is procured via our affiliates, who act as our sales agents. Along with our dedicated team our Affiliates utilise our technology, Preferred Partner network, efficient processes and financial expertise to deliver increased sales levels and profitability.

The key risks and uncertainties we face include:

a significant deterioration in economic conditions, particularly in USA affecting SME’s, the principal target customers for the Group’s technology products

significant delays and or cost overruns in developing and delivering products to meet customer requirements in the targeted market sectors

a risk of cyber attack that targets our systems causing downtime to end user processing or point of sale
predatory pricing or other actions by established competitors in our market sectors
the risk of bad debts arising from AIM Capital Solutions

a significant, adverse movement in the short-term in the US $ exchange rate compared with GBP

the propensity of AIM distributor members to migrate orders to AIM preferred suppliers

the propensity of AIM distributor members to upgrade membership to include enhanced marketing and sales support services

deteriorating retention of the membership base of the acquired AIM business

a risk of under-reported revenue through incomplete visibility of member transactions.

In all cases the Group seeks to mitigate these risks wherever possible by continuous marketing initiatives and promotions to stimulate market demand and continuous development of enhanced member services and the promotion of AIM Capital Solutions to high quality distributors with careful attention to credit risk. In addition, we maintain close relationships with all customers with service contracts based on transactional volume, and monitor progress using data sampling and quarterly confirmation. We also manage development projects closely and ensure that we continue to offer services that meet our customer needs. The Group has also expanded its reach and diversified with AMPs and extended into the Education sector.

Historically operations in the USA have been funded from the UK, exposing the group to adverse short-term exchange rate movements. US operations are now self-funding, mitigating the risk from short term exchange rate fluctuations. The US now regularly remits funds back to the UK, generally on a monthly basis at relatively low levels. Management have reviewed the requirement of a formal hedging strategy however this will only be necessary if the funding levels increase. In the meantime, spot rates have been utilised with an outsourced foreign currency firm.

The Board are considering, with the onset of growth and potential utilisation of the US credit facility in FY24, to undertake a review of the primary economic environment that the Group is operating in and re-evaluating the functional for the Group.

AIM is the largest distributor member organisation in the USA, with circa 9% market share in a very fragmented market. We assess the risk of predatory pricing from other established competitors to be low as they do not possess the scale or geographic coverage necessary influence the market as a whole. AIM members are incentivised to order from AIM preferred suppliers through the provision of significant discounts.

Cyber Security processes and controls including reminders and training and regularly provided to all staff to ensure they remain extra vigilant and exercise extreme caution when using email and the internet.

A further explanation of the Group’s strategy, business model and key risks can be found in the annual report.

2: Seek to understand and meet shareholder needs and expectations

Responsibility for investor relations rests with the CEO, supported by the CFO.

The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage 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 our website.

Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we invite all shareholders to attend and participate. The Notice of Meeting is sent to shareholders at least 21 clear days before the meeting. The chairs of the Board and all Committees, together with all other directors, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution and we subsequently publish the outcomes on our website.

Institutional shareholders: The Directors actively seek to build a mutual understanding of objectives with institutional shareholders. Our CEO and CFO make presentations to institutional shareholders and analysts immediately following the release of the full-year and half-year results. We communicate with institutional investors frequently through formal meetings. The majority of meetings with shareholders and potential investors are arranged by the broking team within the Group’s nominated advisor and broker. Following meetings, our broker provides anonymised feedback to the Board from all fund managers met, from which sentiments, expectations and intentions may be gleaned.

In addition, we review analysts’ notes to achieve a wide understanding of investors’ views. This information is considered by the Board.

Building relations this way has proven to be a successful way of aligning our vision with that of institutional shareholders. We also meet with institutional non-holders in order to build relationships and increase understanding of our business model and direction. We increased the frequency and depth of our communication with the market from March 2022 with a refreshed view of our business model. This continues to foster better communication with existing holders and increased the number of meetings with institutional non-holders.

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

The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Group’s employees, partners, customers, suppliers and regulatory authorities.

The Group’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 Group for the benefit of its members as a whole.

The Group 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.

The Board is aware that following the introduction of the Markets in Financial Instruments Directive II (MiFID II) regulations at the start of 2018, private investor access to research on public companies has been restricted. We have not yet commissioned any “paid for” research from third party analysts.

The Board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its Audit Committee. The Directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.The Group endeavours to take feedback received from stakeholders into account, making amendments to working arrangements and operational practices where appropriate and where such amendments are consistent with the Group’s longer-term strategy.

The Group takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. The Group maintains various procedures and systems to ensure full compliance with health and safety and environmental legislation relevant to its activities.

Engaging with all stakeholders strengthens the Group’s relationships and helps it to make better business decisions to deliver on its commitments.

The Group considers its employees to be one of the most important stakeholder groups.

Recognition is given to individual employees’ needs and requirements and employees are encouraged to apply their skills, knowledge and energy. The Group recognises that the needs of the business will continue to evolve and is committed to offering employees appropriate training to enhance their skills and enable them to assist the business in meeting future opportunities and challenges.

The Group continues to keep its staff informed on matters affecting them as employees and the various factors affecting the performance of the Group. This is achieved through formal and informal meetings.

The Group is committed to equality for all, regardless of gender, race, age, disability, religion or sexual orientation, where it is reasonable and practicable within existing legislation.

The Group fully abides by the Modern Slavery Act 2015.

A further explanation of the Group’s practices in respect of social responsibility (such as Environment, Health and Safety etc) as well as a full breakdown of how the Group identifies and meets the needs of each shareholder group can be found in the social responsibility and s.172 statements of our annual report.

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

The Group has a risk register that identifies key risks. All members of the Board are provided with a copy of the register, which is summarised every year and published in the Annual Report. The register is reviewed bi-annually by the Board and is updated following each such review.

Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to foreign currency and credit risk.

Persons discharging managerial responsibilities are reminded on appointment and bi-annual basis that they should seek approval from the Chairman if they, or their families, wish to trade in the Group’s securities.

Details of the key risks and uncertainties we face can be found in the disclosures made under Principle 1:

Attracting and retaining the right number of good quality staff

The Group believes that in order to safeguard the future of the business it needs to recruit, develop and retain the next generation of management. The impact of not mitigating this risk is that the Group ceases to be innovative and provide customers with the products and services they require. Considerable focus has been given to recruitment, development and retention.

The Group has a range of tailored incentive schemes to help recruit, motivate and retain top quality staff, which include the use of share options.

Business disruption

This includes communications, physical disruption to our sites and problems with our key suppliers. The impact of not mitigating this risk is that the Group may not be able to service its customers. Altitude has a Business Continuity plan and Business Interruption Insurance to cover certain events in order to help mitigate these risks.

Cyber security

The Group needs to make sure its data is kept safe. The reputational and commercial impact of a security breach would be significant. To combat this, the Group has a security policy and periodically uses outside consultants for penetration testing and security review.

Technology

Technology risks are perceived to arise from possible substitutes for the current product suite. The Group strategy is to review all new technical developments, with the aim of adopting any which will help us provide enhanced products and services to our customers.

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

The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board.

The Board consists of six directors of which three are executive and three are non-executives. The Board is supported by two committees: audit and remuneration.

The Board do not consider Martin Varley to be an independent non-executive Director due to his large shareholding in the Group. However, the Board considers that Martin Varley’s large shareholding in the Company provides a ‘owner-stakeholder’ model that aligns his interest in the operation of the Company and the implementation of its strategy with shareholders and other stakeholders.

Non-executive Directors are required to attend 8-10 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.

Due to its size, the Board does not consider a nominations committee to be necessary. Appointments to the Board are made directly by the Board.

The Board has a schedule of regular business, financial and operational matters, and each Board committee has compiled a schedule of work to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course of the year.

The Chairman is responsible for ensuring that, to inform decision-making, Directors receive accurate, sufficient and timely information. The Company Secretary, who is also the CFO, 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 Group’s expense.

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

All members of the Board bring relevant sector experience in software and business services. They have significant public company directorship experience and two members are qualified accountants.

The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. The Directors research relevant information, including online material, and occasionally attend seminars and trade events, to ensure that their knowledge remains current. Consideration of new appointments complies with our equal opportunities and diversity policy taking into account the relevant skills and experience of candidates.

Key to committee roles: A: Audit, R: Remuneration

David Smith, Non-Executive Chairman (A, R)

David brings extensive experience with technology-enabled, intermediated business to the Board. He is currently Chairman of Lockton Companies LLP, a US/global insurance broker, and a non-executive director of Bupa Insurance Ltd and AIG UK Ltd.

In his executive career, David served as Managing Director of personal and commercial lines business for Zurich Insurance plc, his final appointment being CEO of the UK General Insurance business in 2015. His early career was spent in sales, distribution, and marketing. David was also a non-executive director and chairman of the UK insurance industry software and standards body, Polaris UK Ltd, for over 10 years.

Since 2015, David has held further non-executive roles with AA Insurance Services Ltd and the Chartered Insurance Institute. He is a Chartered Engineer.

Peter Hallett, Non-Executive Director (A, R)

Peter is an experienced public company director and was until early 2014 Group Chief Financial Officer of both Redcentric plc (“Redcentric”), the AIM-quoted UK network and cloud managed service provider, and Castleton Technology plc (“Castleton”), the AIM-quoted infrastructure and network managed services provider. Castleton was previously named Redstone plc (“Redstone”), from which Redcentric was demerged in April 2013.

Peter played an instrumental role in the demerger process, which was the culmination of a successful and complex turnaround of Redstone commencing on his appointment in 2009. In addition, Peter was previously finance director of Texas Homecare and First Quench.

Peter is currently Senior Non-Executive Director for Revolution Beauty Group plc.

Martin Varley, Non-Executive Director

Martin was responsible for the formation of Altitude in 2005 when he completed the MBI of Dowlis Corporate Solutions and served as Chief Executive from 2005 to 2017.

Martin was a non executive director from June 2018 to April 2020. Martin rejoined the Board in February 2021.

Prior to forming Altitude Martin was the European Managing Director of 4imprint Group plc where he led the creation of the market leader in the promotional product space, with EU revenues in excess of $100 million and offices in London, Manchester, Hagen, Paris and Hong Kong.

With over 25 years’ experience in the promotional merchandise industry, Martin has extensive knowledge of the supply and distribution sectors of the market.

Nichole Stella, Chief Executive Officer

Nichole is a results-driven C-Suite executive with expertise in business growth and management. Nichole served as president of the Promo Marketing Media Group. During her tenure she had direct profit and loss accountability resulting in revenue growth of over 75% in the last 3 years and more than doubled the groups profits. Under her leadership, the group won numerous in-industry and out-of-industry awards.

Throughout her career she has demonstrated success in transforming and scaling brands and businesses, developing and launching new online products and services, and forging growth focused strategic partnerships.

Graham Feltham, Chief Financial Officer

Graham Feltham is an experienced public company CFO, and joins from AIM listed Newmark Security plc, where he was appointed CFO in 2019. Graham began his career at Ernst & Young, where he qualified as a Chartered Accountant in 2000.

Subsequently, Graham worked at Belron International Ltd, the world's largest vehicle glass repair and replacement company. Following his time at Belron, Graham spent approximately five years at StatPro Group plc, an AIM listed Software development group, as European Financial Controller and Group Financial Controller, where he managed the external financial reporting and performance and analysis teams.

Following StatPro, Graham spent over four years as Group Financial Controller of Safetykleen Group, a private equity owned group specialising in a recurring book of business in surface cleaners and with annual revenues of over £235 million. Graham played a key role in the sale of Safetykleen by Warbug Pincus to APAX Partners for £800 million in 2017. He joined Newmark Security from Safetykleen in 2019 where he raised finance, secured significant tax credits, restructured the finance team and delivered the strategic business plan for the Group.

Deborah Wilkinson, Chief Operating Officer

Deborah has over 14 years experience in the promotional merchandise industry and has been with the Group for more than 11 years. Her most recent role was Head of Technology at Customer Focus Software Ltd. She has deep industry knowledge and experience in supply chain and business operations within the promotional products space, and a strong track record of launching industry leading SaaS software platforms and online design tools.

7: 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 undergoes a formal Board evaluation process. The board does support 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 Board may consider the use of external facilitators in future board evaluations.

The Board also 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 Board looks at strengths, risks and mitigations, and approach to replacement. Details of the Group’s approach to Board appointments can be found in the disclosures under Principle 6.

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

At Altitude we believe the prosperity of our business and of the marketplaces within which we operate requires a commitment to ethical values and behaviours. We have therefore developed policies that enhance all areas of our business in this regard.

Altitude cares about providing a customer experience that is remarkable. We want to keep our customers happy, impressed and reassured. We want to create the positivity that leads to great reviews, repeat transactions and customer referrals. To achieve that, our employees strive to make every interaction a great one. We follow these principles to remind us how:

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 culture of the Group is characterised by these values which are communicated to staff through a number of mechanisms. The Board believes that a culture that is based on the five core values is a competitive advantage and consistent with fulfilment of the Group’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.

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

The Board provides strategic leadership for the Group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans.

The Board defines a series of matters reserved for its decision and has delegated some of its responsibilities to Audit and Remuneration committees. The chair of each committee reports to the Board on the activities of that committee.

The Audit Committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal audit function and reviews external auditor independence.

Peter Hallett is Chairman of the Audit Committee which normally meets at least once a year. The committee reviews the financial statements prior to their recommendation to the Board for approval and assists the Board in ensuring that appropriate accounting policies are adopted and internal ﬁnancial controls and compliance procedures are in place.

The committee exists to scrutinise and clarify any qualifications, recommendations and observations within the audited accounts and report of the Company’s auditor. When satisfied, the committee presents the audited accounts and report to the Company’s Board and reviews the effectiveness of resultant corrective and preventative measures.

In performing this function, the key duties of the committee are to:

Monitor the integrity of the financial statements of the Group and any formal announcement relating to its financial performance
With regards to financial reporting, review and challenge the selection and application of accounting policies and estimates, the clarity of disclosure, and consider all material information relating to the audit and risk management
Monitor the adequacy and effectiveness of the Group’s internal financial controls and risk management systems
Ensure that the Group has adequate arrangements for its employees and contractors to confidentially raise concerns about possible wrongdoing, facilitate proportionate and independent investigation and take appropriate follow up actions
Consider the need to implement an internal audit function
Oversee the Group’s relationship with the external auditor
Make recommendations to the Board and the Group’s shareholders regarding the appointment, re-appointment, and removal of the Company’s external auditor
Ensure that at least once every ten years the audit services contract is put out to tender to enable the committee to compare the quality and effectiveness of the services provided by the incumbent auditor

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.

Peter Hallett is Chairman of the Remuneration Committee. It acts to ensure sound Corporate Governance with respect to Director and senior management remuneration and meets at least twice a year. The committee functions with the objective of attracting, retaining and motivating the executive management of the Company and ensuring they are rewarded in a fair and responsible manner for their contribution to the success of the Group.

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 Chairman 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 Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Group. He leads and chairs the Board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual Directors, the Board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Group and its shareholders.

The CEO provides coherent leadership and management of the Group, leads the development of objectives, strategies and performance standards as agreed by the Board, monitors, reviews and manages key risks and strategies with the Board, ensures that the assets of the Group are maintained and safeguarded, leads on investor relations activities to ensure communications and the Group’s standing with shareholders and financial institutions is maintained, and ensures that the Board is aware of the views and opinions of employees on relevant matters.

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 Group, providing executive leadership to managers, championing the Group’s core values and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Directors and ensure that the Group 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 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
Approving changes to the Board structure

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 Group evolves.

The Board will continue to monitor its governance structures as the Group grows and will take action as appropriate to develop and enhance its governance functions.

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

A range of corporate information, including all regulatory announcements, is also available to shareholders, investors and the public on our 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.

Responsibility for investor relations rests with the CEO, supported by the CFO.

This information was last updated 02 October 2023.

Corporate Governance

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