Corporate governance

Statement of Compliance Our statement of compliance with the QCA Corporate Governance Code was reviewed and updated in March 2025 and is available here: Click to download.

Board

The Directors acknowledge the importance of high standards of corporate governance and the Company has adopted the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. The Company has adopted the QCA Corporate Governance Code in line with the requirement for AIM quoted companies to adopt and comply with a recognised corporate governance code.

The Board comprises seven Directors: two Executive Directors and five Non-Executive Directors, reflecting a blend of different experiences and backgrounds, of whom three are considered independent. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision-making.

The Board intends to meet regularly to review, formulate, and approve the Group’s strategy, budgets, corporate actions, and oversee the Group’s progress toward its goals. The Company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee

The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than three times in each financial year and has unrestricted access to the Group’s external auditors. The members of the Audit Committee include two Non-Executive Directors.

Audit Committee Members:

• David Wilkinson (Chair)
• David Kemp
• Richard Turner (Observer)
• Leanne Wilkinson (Observer/Co Sec)
• Adam Kerr (Observer)

Terms of Reference, Audit Committee: click here to download.

Remuneration Committee

The Remuneration Committee reviews the performance of the Executive Directors, Chairman of the Board, and senior management of the Group and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives. The Remuneration Committee meets as and when necessary, but at least twice each year.

Remuneration Committee Members:

• David Wilkinson (Chair)
• Colin Welsh
• Lars Krogsgaard
• Leanne Wilkinson (Observer)
• Adam Kerr (Observer)
• Tallulah Whitewood-Spedding (Co Sec)

Terms of Reference, Remuneration Committee: click here to download.

Nomination Committee

The Nomination Committee leads the process for Board appointments and makes recommendations to the Board. The Nomination Committee evaluates the balance of skills, experience, independence, and knowledge on the Board and, in light of this evaluation, prepares a description of the role and capabilities required for particular appointments. The Nomination Committee meets as and when necessary, but at least twice each year.

Nomination Committee Members:

• Lars Krogsgaard (Chair)
• Steve Lockard
• David Wilkinson
• Adam Kerr (Observer)
• Tallulah Whitewood-Spedding (Co Sec)

Terms of Reference, Nomination Committee: click here to download.