The Board is committed to the highest standards of corporate governance and intends that the Company should comply with all requirements of the UK Corporate Governance Code that are applicable to it as a ‘smaller company’ (defined in the UK Corporate Governance Code as being a company below the FTSE 350).
Responsibility for governance matters lies with the Board, which is accountable to shareholders for the activities of the Group. Further details of the ways in which the Company complies with the UK Corporate Governance Code can be found in the Corporate Governance Report of the Company’s annual report and accounts for the year ended 31 December 2024. As at 31 December 2024, the Board considers that the Company is compliant with all aspects of the UK Corporate Governance Code that are applicable to it as a ‘smaller company’ with the exception of provisions 40 and 41, further details can be found within the Corporate Governance Report.
Our Non-Executive team comprises the Chair, Murray Legg; Toby Walter, Rachel Higham, Catherine Birkett, Julien Decot and Peter Harkness.
All the Non-Executive Directors are considered independent, with the exception of Murray Legg and Peter Harkness, who are not considered to be independent under the definition of the Code due to time served as Directors. However, the Board believe both Murray and Peter are independent of mind and bring valuable experience to the Company.
Committees
The Audit and Risk Committee comprises Catherine Birkett, Julien Decot, Toby Walter and Rachel Higham. It is chaired by Catherine Birkett, who is currently the Chief Financial Officer at GoCardless Limited. Prior to that, Catherine has had a number of senior finance positions, including 14 years as Chief Financial Officer at Interoute Telecommunications.
The committee meets four times in the year with the external auditors in attendance. The committee is responsible for reviewing the Interim Report and the Annual Report and accounts and it oversees the controls necessary to ensure the integrity of the financial information reported to shareholders. The Audit and Risk Committee discusses the nature, scope and findings of the audit with the external auditors, and monitors the independence of the external auditors. The committee is also responsible for considering the appointment or re-appointment of external auditors and the audit fee. The terms for the Audit and Risk Committee are available for inspection on request.
The Audit and Risk Committee discharges its responsibilities through receiving reports from management and advisers, working closely with the auditors, carrying out and reviewing risk assessment and taking counsel where appropriate in areas when required to make a judgment.
It was noted in the Audit Committee report for the year ended 31 December 2024 that following the announcement that the Group intends to move the Main Market, the Audit and Risk Committee had reassessed its assurance programme and determined that the business is of a sufficient size and complexity to warrant an Internal Audit function. The function is being set up in conjunction with the Group’s move to the Main Market and has engaged a third-party, co-source partner to support the Internal team on audits that require a specific technical skillset.
During 2026, the Audit and Risk Committee will oversee the first year of operation of the Internal Audit function within the Group. The Committee will approve a risk-based audit plan focused on the Group’s principal and emerging risks and material controls and will monitor the function’s independence, authority and resourcing to ensure it is appropriately embedded across the business. Throughout the year, the Committee will review internal audit findings, assess the quality and depth of assurance provided, and oversee the timely remediation of identified control deficiencies. The Committee will also evaluate the effectiveness of the new function at the year end to ensure it is operating in line with its mandate and delivering meaningful assurance to the Board.
In order to maintain the independence of the external auditors, the Board has determined that non-audit work will not be offered to the external auditors unless there are clear efficiencies and value added benefits to the Group. The Audit and Risk Committee annually reviews the remuneration received by the auditors for audit services and non-audit work. The outcome of this review was that the performance of this work by the auditors was the most cost effective and also that no conflict existed between such audit and non-audit work.
The full terms of reference can be found here: Terms of reference for the Audit and Risk Committee
The Remuneration Committee comprises of Toby Walter, Rachel Higham and Julien Decot. Toby Walter chairs the Remuneration Committee. The Remuneration Committee is responsible for determining the service contract terms, remuneration and other benefits of the executive directors, details of which are set out in the Remuneration Report.
The full terms of reference can be found here: Terms of reference for the Remuneration Committee
The Nomination Committee was established to lead the process for appointments and manage succession plans for its executives. The committee is comprised of one Executive Director, four Non-Executive Directors, including the Chair, with the casting vote going to Murray Legg, the Non-Executive Chair of the Nominations Committee. The Board is committed to ensuring that the Nomination Committee always consists of a majority of Non-Executive Directors.
The full terms of reference can be found here: Terms of reference for the Nomination Committee
The Disclosure Committee was formed in early 2026, as part of the proposed move to the Main Market. The Committee is chaired by Graham Lilley, and its other members are Mike Danson, Murray Legg and Bob Hooper. The responsibilities of the Disclosure Committee include (i) ensuring timely and accurate disclosure of all information that is required to be disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company’s securities on the London Stock Exchange, including the Disclosure Guidance and Transparency Rules, UK Listing Rules and the UK Market Abuse Regulation; (ii) to consider whether the conditions for delaying disclosure of inside information are and remain satisfied; and (iii) to ensure that disclosures are monitored and company records maintained.