Board and committees

Last reviewed and/or updated March 2025

6. Establish and maintain the Board as a well-functioning, balanced team led by the Chair

The Board is responsible to the shareholders and sets the Company’s strategy for achieving long-term success.

The Board is responsible to the shareholders and sets the Company’s strategy for achieving long-term success.

It is also ultimately responsible for the management, governance, controls, risk management, direction and performance of the Company.

The year commenced with the Board comprising two Executive Directors, together with the Non-Executive Chairman and two further Non-Executive Directors. The Company has one independent Non-Executive Director in accordance with the QCA guidelines.

All other Non-Executive Directors are not considered independent under the QCA guidelines by virtue of the duration of their tenure, as they have served more than nine years from the date of their first election.

Nevertheless, the Company considers that these Non-Executive Directors, in practice, act independently of the Executive management and police adherence to the Company’s buy and build strategy and act as guardians to the Group’s culture, which continues to provide shareholders with market-beating performance. They deliver value via their long association with the Company, enabling retention of an appropriate corporate memory, and together with their deep understanding of the Company’s business model, ensures they appropriately challenge the Executive Directors. Wholesale change of the Board for the purpose of adopting perceived best practice is not considered beneficial for our shareholders.

Non-executive directors are required to attend 12 Board and Board Committee meetings per year (in Ashby de la Zouch or London) and to be available at other times as required for face-to-face and telephone meetings with the Executive Team and investors.

Meetings held during the period under review and the attendance of Directors is summarised below:

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 CEO 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 to seek independent advice at the Group’s expense where appropriate.

7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

All five members of the Board bring relevant sector experience, three have at least nine years of public markets experience and two members are chartered accountants. A majority of the Board also have experience from board positions at other publicly listed companies.

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. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current.

For more information and biographies of Directors, please visit: Board of Directors.

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

A Board evaluation process led by the Chairman takes place at least annually. It consists of informal discussions relating to contributions made, roles to be fulfilled and effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution.

We will be considering the use of external facilitators in future Board evaluations however based on our current scale of operations and the frequent contact that exists between all Board members maintaining our current approach is considered the more appropriate and effective form of evaluation.

As the business expands, the Executive Directors will be challenged to identify potential internal candidates who could potentially occupy board positions and set out development plans for these individuals.

9. Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Company’s remuneration policy for Executive Directors is to:
(a) have regard to the Directors’ experience and the nature and complexity of their work in order to pay a competitive salary that attracts and retains management of the highest quality;

(b) link individual remuneration packages to the Group’s long-term performance through the award of share options and discretionary bonus schemes; and

(c) provide employment-related benefits including life assurance, insurance relating to the Directors’ duties and medical insurance.

The Remuneration Committee meets at least twice a year in order to consider and set the annual salaries for Executive Directors, having regard to personal performance and information regarding the remuneration practices of companies of similar size and of industry competitors.

The Non-Executive Directors receive fees for their services which are agreed by the Board following recommendation by the Chief Executive with a view to rates paid in comparable organisations and appointments. The Non-Executive Directors do not receive any pension or other benefits from the Company, nor do they participate in any bonus or incentive schemes

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

In addition to the investor relations activities described above, the following Audit and Remuneration Committee reports are provided.

Audit Committee Report

During the year, the Audit Committee has continued to focus on the effectiveness of the control throughout the Group. The Audit Committee consists of Barnaby Kent, Chair, James Cumming and Mark Elliott.

The Committee met twice, and the external auditor, the CEO and CFO were invited to attend these meetings. Consideration was given to the auditor’s pre- and post-audit reports and these provide opportunities to review the accounting policies, internal control and the financial information contained in both the annual and interim reports. The Committee also met with the auditors with no executives present.

Audit Committee terms of reference

Remuneration Committee Report

The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and to make recommendations to the Board on the remuneration of Executive Directors. In addition, the Committee oversees the creation and implementation of all-employee share plans. The Remuneration Committee consists of James Cumming, Chair, Mark Elliott and Barnaby Kent. The Committee met twice. In setting remuneration packages, the Committee ensured that individual compensation levels, and total board compensation, were comparable with those of other AIM-listed companies.

Remuneration Committee terms of reference

The Nomination Committee

The Nomination Committee comprises James Cumming and Mark Elliott, who is its Chairman. It meets as necessary and is responsible for making recommendations to the Board on the appointments of Executive and Non-executive Directors. When required, it is the usual practice of the Nomination Committee to employ specialist external search and selection consultants to assist in the appointment process for new Executive and Non-executive Directors.

Nomination Committee terms of reference

Election and re-election of Directors

All Directors of the Company are subject to election by shareholders at each Annual General Meeting.