Corporate Governance

QCA Code Principle

Application (as set out by QCA)

What we do and why

1.

Establish a purpose, strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy.

A company’s purpose is its essential reason for being. The business model and strategy should fall out of this. A board should be able to explain, beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.

In explaining the strategy, the board should have specific long-term objectives against which it can determine if the company is succeeding and in so doing delivering on its purpose.

It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

The Board is responsible for setting the Group’s strategy and annually reviews the strategy to ensure it promotes long-term value for shareholders.

A comprehensive description of our purpose, strategy, business model and the key challenges in the strategy execution is available on pages 2 to 48 of the Annual Report for the year ended 31 January 2025 (the “2025 Annual Report”), a copy of which is available here.

The four pillars of the Company’s strategy are underpinned by our values: to be intrepid, imaginative and respectful.

The Board is committed to a progressive dividend policy and aims to maintain a sustainable and appropriate level of dividend cover.

2.

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

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours, and which is supportive of the delivery of the company’s established purpose, strategy and business model.

The desired culture should be reflected in the actions and decisions of the board and executive management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible throughout the company’s operations, including recruitment, nominations, training, and engagement. The performance and reward system throughout the company should reflect and reinforce the maintenance of this culture.

The corporate culture should be recognisable throughout the disclosures in the annual report, website, and any other communications by the company, both internal and external.

The Board is committed to ensuring the highest legal and ethical standards and acknowledges its responsibilities in relation to corporate governance.

The Board has produced a Code of Conduct that can be found at the Code of Conduct section of the website and aims to ensure that the Company and its employees conduct themselves respectfully and honestly in all their dealings with customers in accordance with the principles on the Code of Conduct.

Regular employee engagement surveys provide a measure of the corporate culture and its embodiment throughout the business.

3.

Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

Where not already required, companies with a controlling shareholder (for example, an investor controlling 30% or more of the votes able to be cast at a general meeting of the company) should consider putting in place arrangements to protect minority shareholders which may include a relationship agreement or other measures.

The board should ensure proactive engagement with shareholders on governance matters. This should be led by the chair or, where appropriate, the Senior Independent Director. Other directors, such as the chairs of the board’s sub-committees, should also make themselves available for engagement with shareholders.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The Board appreciates the support of its shareholders and recognises the importance of encouraging two-way communications with both its institutional and private investors.

The Board is committed to a progressive dividend policy, subject to financial performance, and aims to maintain a sustainable and appropriate level of dividend cover.

The AGM as an important opportunity for private shareholders to meet the Board with all the Directors available to listen to shareholders views informally immediately following the meeting.

The Chief Executive Officer and Chief Financial Officer have regular dialogue with individual institutional investors in order to develop an understanding of their views.

Presentations are made bi-annually to analysts, investors and prospective investors covering the annual and interim results.

The Chairman and Non-Executive Directors periodically hold meetings with major shareholders.

4.

Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups.

The board should periodically identify the company’s key stakeholders for example, suppliers, customers, employees, communities, regulators, or others. The board should understand their needs, interests and expectations.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder.

The company should devote particular attention to its workforce and ensure that its practices towards its employees (direct and indirect) are consistent with the company’s values. Arrangements should be in place to enable employees to raise concerns in confidence and processes to ensure that such matters are considered and where appropriate actions are taken.

The Board recognises the importance of positive relationships with the Company’s key stakeholder groups and its impact on the long-term success of the Company.

The Board considers its key stakeholder groups to include:
- Suppliers and business partners – we aim to develop strong relationships with our suppliers based on trust, understanding and respect;

- workforce – we are a responsible employer, compliant with all relevant human resources and health and safety regulations;
- customers – good relationships with our customers are important for the success of our business.

Our business model identifies the key resources and relationships on which the Company relies. The Company also gives due consideration to the environment and the local community, further information on which can be found in the sustainability section of the website.

The company obtains feedback from stakeholder groups by way of:
- informal meetings and consultation with employees’ representatives, an annual employee engagement survey, and reports received through the Group’s Whistleblowing policy;
- regular meetings with suppliers and business partners; and
- maintaining a social media presence in order to understand the sentiment of and obtain feedback from the customers.

The Company considers the feedback received and takes appropriate action as necessary.

Further details on stakeholder engagement can be found on pages 26 to 27 of the 2025 Annual Report.

QCA Code Principle

Application  (as set out by QCA)

What we do and why

5.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver on its stated purpose and strategy. Companies need to consider their extended business, including the company’s entire supply chain other material third-parties (including suppliers of outsourced services) and any reliance on strategic partners.

Setting strategy includes determining the extent of exposure to the identified principal risks that the company is able to bear and willing to take (risk tolerance and risk appetite). he company should ensure that a balanced view of risk is achieved, and, as well as threats should consider opportunities and the potential for value creation.

The board should ensure that all potential risks are considered, on a proportionate and material basis, including those relating to climate change.

The board should review and consider whether the company’s enterprise-wide internal controls are sufficiently robust to manage the identified risks adequately.

To achieve effective risk management, the board, and in particular the audit committee, must ensure that there are appropriate assurance activities in operation. This may be based on access to internal resources, or particularly in specialist or technical areas, the utilisation of external experts.

It is important to ensure that the company auditor is and is seen to be sufficiently independent of management.

The Board acknowledges that it is responsible for the Group’s system of internal control and risk management and for reviewing its effectiveness. In order to do this, the Board maintains a comprehensive risk register which is reviewed semi-annually by the Board.

The Board keeps its risk control procedures under constant review particularly with regard to the need to embed internal control and risk management procedures further into the operations of business, both in the UK and overseas, and to deal with areas of improvement which come to management’s and the Board’s attention.

The Group’s significant risks, including those outlined on the risk register, together with the relevant control and monitoring procedures, are subject to regular review to enable the Board to assess the effectiveness of the system of internal control.

More information about the Group’s principal risks and the work of the Audit Committee in relation to internal control and risk management can be found on pages 44 to 48 and pages 60 to 61 of the 2025 Annual Report respectively.

6.

Establish and maintain the board as a well-functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. The board should not be dominated by one person or a group of people, and each director must be able to commit the time necessary to fulfil their role. Ultimate responsibility for the quality and effectiveness of the board lies with the chair.

Shareholders should be given the opportunity to vote annually on the (re-) election of all individual directors to the board.

In order to uphold the quality of board independence, the board should be comprised of an appropriate balance between executive and non-executive directors. The independent non-executive directors should comprise at least half of the board. The chair, if independent upon appointment and still considered independent, can be included in this calculation. However, as a minimum there should be at least two non-executive directors whom the board considers to be independent.
Key committees, in particular the audit committee and remuneration committee, should comprise at least a majority of independent NEDs and ideally aim for full independence. The company should consider whether it is appropriate to have a senior independent director.

Boards should be sensitive to both real and perceived impediments to independence. Consideration should be given to those factors which may impede independence which include (but are not limited to): length of board tenure; size of shareholding; prior and/or current commercial or contractual relationships with the company; prior and/or current commercial or contractual relationships with executive directors; and significant incentive pay arrangements beyond a director’s fee.

Since independence can be easily compromised, NEDs should rarely participate in performance-related remuneration schemes or have a significant interest in a company share option scheme. Where performance-related remuneration is considered beneficial, it should be proportionate, and shareholders should be consulted before proceeding.

The board should reflect on its own levels of diversity. Of most importance is ensuring the board possesses the necessary knowledge and skillset while avoiding groupthink. Consideration should be given to factors such as socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. Boards should assess how their collective and individual perspectives add to board discussions and ensure there is sufficiently wide-ranging and business relevant input, to deliver the best decision-making process in the context of the company’s business model, geographic footprint and forward-looking strategy. This assessment should feed into ongoing succession planning for the board.

The Company is supervised by the Board of Directors which comprises two Executive and three independent Non-executive Directors. Shareholders are given the opportunity annually to vote on the re-election of all Directors.

The Chairman of the Board, has overall responsibility for the corporate governance arrangements of the Company, the provision of effective leadership to the Board, ensuring the smooth running of the Board and ensuring effective implementation of the Board’s decisions.

The Board is collectively responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is responsible for the management, governance, controls, risk management, direction and performance of the Group.

There is a formal schedule of matters reserved to the Board, and the Board is supported by the Audit, Remuneration and Nomination Committees, each of which has responsibilities as set out in the terms of reference section of the website. Each Committee is comprised solely of Non-Executive Directors.

Consideration was given to the need to formally appoint a Senior Independent Director but it was not considered necessary at that time, however it would be kept under regular review.

The NEDs are not part of the performance – related remuneration scheme or the share option scheme.

Further details about the composition, independence of directors, the number of meetings attended and the information received by the Board and its committees are disclosed on pages 53 and 54 of the 2025 Annual Report.

7.

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

The company should maintain governance structures and processes in line with its desired corporate culture and appropriate to its:
• size and complexity; and
• capacity, appetite and tolerance for risk.

The governance structures, processes and policies should evolve over time in parallel with its size, strategy and business model to reflect its maturity and stage of development.

The board should be supported by committees – typically at least an audit, remuneration and nomination committee – that also have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

The board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies, and relevant sustainability matters such as climate change. The board should consider any need to establish further dedicated sub-committees and, where appropriate, seek input from external advisers on such matters.
All directors should continually update their skills and knowledge. As a company and the external environment evolves, the mix of skills and experience required on the board will change. The board should consider its training and development needs in this context, plan ahead and structure such provision accordingly.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should consider this and the design and implementation of its decision-making processes to ensure they are effective.

The Board has an appropriate balance of skills and experience, as well as an appropriate balance of personal qualities and capabilities. Details of each of the Directors can be found at Board of Directors section of the website, together with page 50 of the 2025 Annual Report, which identify each Director and explain how their skills and experience contribute to the delivery of the Company’s strategy. The composition of the Board, and individual skills and experience, is considered as part of the regular board effectiveness reviews that are carried out.

The board is supported by three committees, Audit Committee, Remuneration Committee and Nomination Committee, the membership of all is comprised of NEDs.

The Company’s Articles of Association stipulate that one-third of the Directors, or the nearest whole number below one-third, shall retire each year. The Company requires all Directors to submit themselves for re-election at least every three years. In line with the recommendations of this Code, at the 2025 AGM all Directors retired and were re-elected.

The Board receive papers for meetings in advance to ensure there is time to fully prepare for what is being presented and to provide time to fully consider any matters that require a decision.

8.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review should be carried out on an annual basis and include opportunities for improvement with respect to the performance of the chair, and the operation of the board and its committees.. The review should identify development or mentoring needs of individual directors and/or the wider senior management team.

The annual review can be carried out internally and should, ideally, be supplemented periodically by an external independent third-party review.

It is healthy for membership of the board to be periodically refreshed. No member of the board should become indispensable.

Succession planning for both the executives and non-executives is a vital task for boards. This should extend to contingency planning for the absence of key staff. There should be a robust process for the orderly appointment of new directors to the board and senior management positions. Consideration should be given to establishing a nomination committee to help with the process and ensure a diverse pipeline – both internally and externally – for succession. The skills, experience, capabilities and background required for directors and senior management to support the next stage of the company’s development should be identified and factored into succession planning.

The Board continually reflects on its performance and aims to identify areas for improvement where such areas exist. An annual review of the effectiveness of the Board is conducted.

An internal Board evaluation process was undertaken in 2025, further details of which can be found on page 54 of the 2025 Annual Report.

The recommendations from the review form part of the board’s strategic considerations through the forthcoming year.
The Board and the Nomination Committee give full consideration to the succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the board in the future.

The Nomination Committee makes recommendations to the Board on all new Board appointments.

9.

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

It is the board’s responsibility to establish an effective remuneration policy which is aligned with the company’s purpose, strategy and culture, as well as its stage of development.

A remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the company, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions.

Pay structures for senior management should be simple and easy for participants to understand and foster alignment with shareholders through the building and holding of a meaningful shareholding in the company. The QCA’s Remuneration Committee Guide provides helpful guidance to consider, including with respect to different remuneration structures.

The remuneration committee should, as necessary, consult with other board committees in order to set appropriate incentive targets and to appraise performance in respect of those targets.

The annual remuneration report should be put to an advisory shareholder vote. Where not mandated to be put to a binding vote, remuneration policies should at least be put to an advisory vote. Larger companies may wish to follow best practice and put their remuneration policy to a binding shareholder vote. Given the significance and dilutive impact of such plans, new (or significant amendments to existing) share schemes or long-term incentive plans should be put to a shareholder vote.

A Remuneration Committee, comprising three independent non-executive Directors is in place. Further details of the work of the Remuneration Committee can be found on pages 56 - 59 of the 2025 Annual Report.

When making remuneration decisions, the Committee  considers the Group’s overall performance against its long-term goals.

The Group’s remuneration policy is designed to ensure that the main elements of the remuneration package are linked to the Group’s annual performance, delivery of its long-term strategy, as well as being appropriate in quantum and capable of attracting, motivating and retaining Executive Directors and senior managers. The policy aims to reward Executive Directors and senior managers by offering them competitive remuneration packages which are prudently constructed, sufficiently stretching and linked to long-term value creation for all stakeholders.

QCA Code Principle

Application (as set out by QCA)

What we do and why

10.

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

A healthy dialogue should exist between the board and all of its key stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. Board members, in particular the chair, should be proactive in their effort.

In particular, appropriate communication and reporting structure should exist between the board and all constituent part of its shareholder base. This will assist:
• the communication of shareholders’ and other key stakeholders’ views to the board; and
• the shareholders’ and other key stakeholders’ understanding of the unique circumstances and constraints faced by the company.

Boards should ensure that corporate disclosures, in particular through annual reporting, are appropriate to satisfy the reporting needs of investors, including, but not limited to, sustainability matters. The QCA’s Practical Guide to ESG may be a useful resource to consider.

It should be clear where these communication practices are described (annual report or website).

The Company maintains a healthy dialogue with shareholders and other relevant stakeholders.

As detailed in 2 above,

the communication and reporting practices consist of:

• AGM-related interactions
• regular contact maintained throughout the year by way of meetings with shareholders and feedback obtained from stakeholders.

The Company website has an Investors section giving private investors direct access to business information and Company reports which can be found here. There is also an enquiries mailbox facility on the website which can be found here.