Synectics is a leader in advanced security and surveillance solutions. The Group’s strategy and business model is described in the Strategic Report on pages 2 to 47 of the Company's 2024 Annual Report and Accounts.

The Directors acknowledge their duty under Section 172(1) of the Companies Act 2006 and have acted in a way they consider, in good faith, has promoted the success of the Company for the benefit of its members as a whole. In making decisions throughout the year ended 30 November 2024, they have duly considered all the stakeholders and matters outlined in Section 172(1) (a–f).

The Company’s values, together with internal policies and procedures, enable Synectics to uphold high standards of business conduct. Our commitment to the relationships with all stakeholders as true long-term partners is fundamental to the way we achieve sustainable growth and financial returns. Our engagement with them sets the context for the Company’s strategy.

We consider our key stakeholders to be our people, partners, customers, investors and the communities we operate in. Ongoing engagement with all our stakeholders is important in any strategic decision-making, with formal and informal feedback from stakeholders being shared at Board meetings and used to inform and influence key matters and decisions made by the Board during 2024.

Throughout the year, the Company continued to engage with its shareholders and stakeholders on the current position of the business and its future strategy, including regular investor meetings, investor presentations around financial results, and a site visit for investors which was held in November 2023. Further information on our stakeholder engagement can be found in the Company's 2024 Annual Report and Accounts. Our primary means of communicating the Group’s corporate governance structure is through our Annual Report, various disclosures made on our website and announcements to the London Stock Exchange. Where specific questions are raised by private individual shareholders and institutional investors, we engage directly with those shareholders.

Twice-yearly investor roadshows and analyst presentations are held, alongside the Company’s AGM, that affords all shareholders the opportunity to take part in and see the business first-hand, as well as engage directly with members of the management and the Board.

The annual Employee Opinion Survey provides valuable insights into the views of our workforce, which the Board carefully considers each September. 

Our engagement in investor relations activities, such as capital markets days, investor roadshows and regular perception audits with sector analysts, demonstrates our commitment to transparent communication with investors. 

During 2024, we continued to make progress on our approach to sustainability and completed phase 2: Develop of the project, by analysing the materiality assessment results and creating an ESG Framework. We have continued to build on this momentum and have begun work on our ESG Roadmap which we plan to finalise and implement during 2025 (phase 3). This is further explained in the Company's 2024 Annual Reports and Accounts. 

Customer feedback is prioritised through surveys, advisory group meetings, webinars, and in-person seminars. The Board actively reviews and discusses the outcomes of these engagements, highlighting our commitment to customer-driven and informed decision-making. 

The development of a new Partner Program reflects our dedication to fostering strong relationships with our global network of partners and resellers, enhancing collaboration and engagement with this stakeholder. 

The Audit Committee undertakes a detailed review of the approach to risk management on behalf of the Board (though the Board retains overall responsibility for setting both the framework and risk appetite of the Group, in line with best practice). Further details can be found on pages 54 to 56 of the Company’s 2024 Annual Report and Accounts.

The Group has clear procedures for capital investment appraisal, contract risk appraisal and financial reporting. The Audit Committee and Board also receive the detailed risk reviews on a bi-annual basis which are used to inform strategy setting (as well as informing the Group’s internal audit strategy).

During the year, there have been substantial changes to the Board, with Steve Coggins stepping down as Interim Chair and Audit Committee Chair after many years of involvement with Synectics. This resulted in the appointment of Bob Holt as Chair, and the subsequent appointment of Jon Kempster as Audit Committee Chair and Independent Non-Executive Director. In August, following the sudden passing of Paul Webb, Chief Executive Officer, Amanda Larnder stepped up to fill the role of Interim Chief Executive Officer, whilst continuing on in her role as Chief Financial Officer at the same time. Amanda was formally appointed Chief Executive Officer in November and continues to oversee the Company’s finance and administrative functions until her replacement as Chief Financial Officer is appointed, the search for which is well underway. The Board changes during the year have improved the size and composition of the Board, and the Directors now believe that it is an appropriate size and is sufficiently independent, balanced and contains a breadth of experience to provide effective oversight of the Group’s strategy, performance, resources, and standards of conduct.

The 2018 Code recommends that an AIM company should have at least two independent Non-Executive Directors, but clarifies that independence is a Board judgement. All three of the Company’s Non-Executive Directors: Alison Vincent, Andrew Lockwood and Jon Kempster are considered independent and form an effective team with a blend of skill sets which meet the needs of the Company and are fully committed to working for the benefit of all shareholders and stakeholders.

The Group recognises the benefits of having a diverse Board, senior management team and workforce in general and seeks to recruit and develop the best-qualified candidates to support and achieve the Group’s long-term strategic and business objectives. The Group monitors and encourages diversity across the whole workforce in terms of gender, skills, culture, disability and ethnicity and believes such diversity contributes to the success of the Group.

All Board members have confirmed they have sufficient available time to undertake their duties effectively. A register of interests, including external appointments, is maintained by the Company Secretary and any subsequent external appointments require the express approval of the Chair.

The Board considers that it benefits from a range of highly experienced individuals, with sector specialist skills and personal qualities and capabilities that can deliver the strategy of the Company. It is satisfied that between its members it has an effective and appropriate balance of skills and knowledge including experience in the areas of technology, engineering, finance, international trading, innovation, sales and marketing.

The Executive and Non-Executive Directors’ skill sets are complementary, and together provide a blend of commercial, operational and financial expertise. The skill set is suitably broad and sufficiently high calibre such that all decision making at Board level is robust and mindful of the fiduciary responsibilities that need to be discharged to all shareholders. 

Each Board member takes responsibility for maintaining their individual skill set, which includes roles and experience with other boards and organisations. They are also aware of the importance of keeping informed of the various activities and developments in the markets in which they operate and attend conferences and training events throughout the year to keep their skills, contacts and knowledge current. Formal training requirements for all Board members are reviewed annually and arranged where appropriate.

Due to significant changes in the Board during the year (Chair, Chief Executive Officer and Audit Committee Chair) and to give the Board time to develop and allow new members the opportunity to settle in, the next formal Board evaluation will be completed during 2026.

The Board and senior management endeavour to lead by example and to demonstrate the Company values at all times. The values underpin the Company’s strong ethical culture and influence decision-making and behaviours across the Group. Internal policies and practices support this, ensuring no one is discriminated against and that the values are upheld in everything we do. 

The Group’s Anti-Bribery and Corruption Policy is reviewed annually and communicated throughout the Group to prevent bribery from taking place. Any known non-compliance with the policy is reported to the Board as part of the Governance Report, with no reports received to date. 

The Company opposes modern slavery in all its forms and will try to prevent it by any means that it can. Anyone who has any suspicions of modern slavery within the business, or the supply chain is encouraged to raise their concerns without delay. The Group maintains relationships with many different organisations in its supply chain, as well as directly employing over 290 people worldwide. Each year the Board reviews internal measures to ensure the Group is doing what it can to prevent slavery and human trafficking. The Company’s modern slavery statement can be found here.  

As an AIM-quoted company, Synectics has additional obligations relating to seeking shareholder approval for certain decisions. Additionally, Synectics has an open dialogue with both its shareholder and stakeholder base, through the various events it holds during the year.

Synectics holds investor roadshows following publication of its annual and interim results, as well as an analyst presentation. Additionally, the Chair and Executive Directors hold informal meetings with shareholders who request such meetings and the outcomes of any discussion are reported to the Board as a whole.