QCA code

The Group’s business model and strategy is set out in the Company’s Admission Document. The Board will hold at least one session each year dedicated to strategy, which will include input from senior members of the Company and any necessary external advisers. A strategic report reflecting the outcome of such sessions will be included in the Company’s annual report and accounts.

The principal risks facing the Group are set out in Part II of the Company’s Admission Document. The Board will identify and deploy mitigation steps to manage these risks and confront day-to-day challenges of the business post-Admission. See in addition, Principle 4 below.

The Board is committed to open and ongoing engagement with the Company’s Shareholders. The Board will communicate with Shareholders through:

• the annual report and accounts;
• the interim and full-year results announcements;
• trading updates (where required or appropriate);
• the annual general meetings; and
• the Company’s investor relations website (in particular, the “RNS News” and “AIM Rule 26” pages).

From Admission, the Chief Financial Officer will be the primary contact for Shareholders and there will be a dedicated e-mail address for shareholder questions and comments.

Regular meetings will be held between the Chief Executive Officer, Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.

The Board intends to engage with Shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.

The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, the local communities in which it operates, local and national government, existing and new customers, academics and its advisory group that it collaborates with as part of its business strategy, in order to achieve long-term success.

The Executive Directors will maintain an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business.

The Company currently operates a risk framework including a risk register that is managed by the Chief Financial Officer. The risk register is intended to be signed off annually by the Board and included in the annual report and accounts. The Chief Executive Officer and Audit and Risk Committee intend to review the risk register regularly throughout the year.

The principal risks facing the Group and the industry in which it operates are set out in Part II of the Company’s Admission Document. These risks will be reviewed at least once a year and included in the annual report and accounts.

The Board comprises six directors:

Maha Doudi and Tommy McKeith as independent Non-Executive Directors; Jonathan Morley-Kirk as Senior Independent Director; and Steve Kesler, Aldo Boitano and Gordon Stein as Executive Directors. Jonathan Morley-Kirk, Maha Doudi and Tommy McKeith are considered by the Board to be independent Non-Executive Directors and were selected with the objective of bringing experience and independent judgement to the Board.

The Board has been constructed to ensure that it has the right balance of skills, experience, independence and knowledge of the business. The Board is also supported by the Audit and Risk Committee, the Remuneration Committee and the ESG Committee, further details of which are provided below.

The Board will meet regularly and at least six times a year. Processes are in place to ensure that each member of the Board is, at all times, provided with such information as is necessary for him/her to discharge his/her duties.

The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders. Notwithstanding this, the Board may look to appoint a further independent non-executive director to the Board should should its intention to dual list on ASX be realised.

Audit and Risk Committee

The Audit and Risk Committee comprises Tommy McKeith and Jonathan Morley-Kirk, who acts as Chairman. The Audit and Risk Committee, among other things, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.

In addition, the Audit and Risk Committee is responsible for consideration of enterprise risk and overseeing the professional and other operational business risk issues affecting the Company and management of those risks (including ethics and independence) to ensure that they remain robust, appropriate and effective.

Remuneration Committee

The Remuneration Committee comprises Maha Daoudi and Tommy McKeith, who acts as Chairman. The Remuneration Committee reviews and makes recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the board concerning the allocation of share options to employees under the intended share option schemes.

ESG Committee

The Board formally set up an ESG Committee in Q2 2023 which is chaired by independent Non-Executive Director, Maha Daoudi. Its mandate is broad and it will report to the Board, in the same manner as for the Audit & Risk Committee and the Remuneration Committee, to ensure the directors are being held accountable across all ESG matters. The composition of the ESG Committee and its formal board mandate was finalised in late Q2 2023 with the first meeting being held on 30 June 2023. 

The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. 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, UK MAR.

The Chair is responsible for ensuring an effective Board. Post-Admission, the Company intends to establish a formal process for evaluating the performance of the Board, the committees, and the individual Directors against its objectives to ensure that members of the Board provide relevant and effective contribution.

The Group 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 will promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication 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 Company.

The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Chief Financial Officer is the primary contact for the Company’s Shareholders and is responsible for ensuring that the link between the Board and the shareholders is strong and efficient. 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 and Risk Committee and the Remuneration Committee. Details of these committees and their responsibilities are set out in paragraph 15 of Part I of the Admission Document. From time to time, separate committees may be set up by the Board in order to consider and address specific issues, as and when they arise.

The Board intends to review the governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

The Company intends to use the following principal methods of communication with its Shareholders:

• the annual report and accounts;
• the interim and full-year results announcements; trading updates (where required or appropriate);
• the annual general meetings; and
• the Company’s investor relations website (in particular, the “RNS News” and “AIM Rule 26” pages)

The Company’s website is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings will also be made available on the website.