The 2023 Quoted Companies Alliance (QCA) Code (the "Code")

The Company has adopted the 2023 QCA Code on the basis that it is the corporate governance code most suited to our requirements, size, strategy, resources and stage of development, as it offers a flexible but rigorous outcome-oriented framework in which we can continue to develop our governance model to support our business.

This is the Company’s first year reporting against the Code, having previously applied the QCA Corporate Governance Code 2018 (the "2018 Code"). In preparation for this transition, the Company undertook a comprehensive gap analysis to assess the differences between the 2018 Code and the Code to evaluate the Company’s governance arrangements against the requirements of the Code. Following this assessment, the Board resolved to adopt the Code with effect from 1 December 2024. In line with the Code’s requirement to apply its principles, explain any departures, and publish related disclosures in the Annual Report, on the Company’s website, or a combination of both.

Principle 1:
Purpose, strategy, and business model

Synectics exists to protect what matters, where it matters most, through trusted, advanced security and surveillance capability. 

 

Our purpose is to deliver the most trusted advanced security and surveillance solutions to protect the world’s most critical environments. Further information about this, and how we achieve it through our strategy and business model, can be found on pages 1 to 41 of the Company's 2025 Annual Report and Accounts.

Principle 2:
Corporate culture

The Board is responsible for establishing the Company's purpose, strategy, and values, and ensuring that these are aligned with and embedded within the Group’s culture. Our culture is characterised by being Human, Customer Driven, Enterprising, and Honourable, values that guide all decision-making, interactions, and strategic priorities. The Board and senior management lead by example through visible leadership, regular engagement with employees and customers, and active sponsorship of initiatives that reinforce our culture, including capability development programmes and the first UK Employee Summit which was held in the year. Culture is embedded throughout the Group and is assessed by the Board through employee engagement data, insights from listening groups, and leadership reports. Our commitment to fairness and inclusion was strengthened during the year through our accreditations as a Living Wage, Living Hours, and Disability Confident Employer. Further information on how we have strengthened our culture during the year can be found on pages 20 and 21 of the Company's 2025 Annual Report and Accounts.

Principle 3:
Shareholder needs and expectations

The Board maintains proactive engagement with shareholders to understand and meet their expectations. The Executive Directors act as primary contacts for investors, analysts, and the media, meeting regularly with major shareholders, with the Chair and Committee Chairs supporting where requested. Engagement with investors takes place through full-year and half-year results presentations, ad hoc meetings, investor days demonstrating the Group’s technology, and the AGM, where all shareholders can speak directly with the Board. Corporate information and announcements remain accessible here. The Group is continuing its work to enable future quantitative and qualitative ESG reporting and will detail this in next year’s Annual Report and Accounts.

Principle 4:
Wider stakeholder interests

As detailed on pages 34 and 35 of the Company's 2025 Annual Report and Accounts, we consider our key stakeholders to be our people, partners, customers, investors, and the communities in which we operate. Understanding their respective needs is critical to the long-term success of the Group, and we continue to take a proactive and structured approach to engagement. The Company supports its culture through a comprehensive framework of policies and practices designed to promote integrity, fairness, and respect. These include policies on equality of opportunity, anti-discrimination, and expected standards of behaviour. The Group’s Whistleblowing and Anti-Bribery and Corruption policies are reviewed annually and communicated throughout the organisation; no reports of non-compliance were received during the year.

 

The Company remains committed to acting responsibly and ethically in relation to human rights and opposes modern slavery in all its forms. The Board reviews the effectiveness of internal controls designed to mitigate modern slavery risks each year, supported by our published Modern Slavery Statement.

 

Principle 5:
Effective risk management, internal controls, and assurance activities 

While the Board retains ultimate responsibility for risk management, oversight is delegated to the Audit Committee, with implementation carried out across the Group by the Executive Directors and senior management. Further details are provided in the Audit Committee Report on pages 49 to 51 and in the Risks and Risk Management section on pages 38 to 41 of the Company's 2025 Annual Report and Accounts. As work continues on defining ESG targets and establishing measurement frameworks, disclosures relating to the governance of climate-related risks and opportunities will be included in next year’s Annual Report and Accounts.

Principle 6:
A well-functioning, balanced Board

During the year, Paul Williams was appointed to the Board as Chief Financial Officer, adding further depth to its financial expertise. 
Accordingly, the Board believes that it is now 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.
Details of the Directors can be found here.

 

All three Non-Executive Directors: Alison Vincent, Andrew Lockwood and Jon Kempster, are considered to be independent and are able to commit the required time necessary to fulfil their roles. They 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 Board is satisfied that there is a suitable balance between Company knowledge and independence in order to discharge its duties and responsibilities effectively.

 

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.

Principle 7:
Directors’ experience, skills, and capabilities

The Board is satisfied that it has the necessary experience, skills, and capability to discharge its duties, with all Directors receiving regular and timely information on the Group’s operational and financial performance, circulated in advance of meetings. The Group reports monthly on its performance against agreed targets, which the Board reviews at each meeting. The Board benefits from a range of highly experienced individuals whose sector-specific skills, personal qualities, and capabilities support delivery of the Company’s strategy, and it is satisfied that collectively it maintains an effective and appropriate balance of skills and knowledge across technology, engineering, finance, international trading, innovation, sales, and marketing. The Executive and Non-Executive Directors’ skill sets are complementary, providing a blend of commercial, operational, and financial expertise of sufficiently high calibre to ensure robust decision-making that meets fiduciary responsibilities to shareholders. Each Board member is responsible for maintaining their individual skill set through roles with other organisations and by staying informed on developments in relevant markets, attending conferences and training throughout the year, with formal training needs reviewed annually. All Directors are able to obtain independent professional advice in furtherance of their duties if required, and details of the Company’s advisers are available here. In light of the requirements of the QCA Code, a review of the Board’s experience, skills, and capabilities will be undertaken in 2026, and the results reported alongside the Board evaluation as detailed in Principle 8.

Principle 8:
Evaluate Board performance

Following significant changes to the Board in 2024 and the appointment of a new Chief Financial Officer in August 2025, the Board agreed in the year that it was not appropriate to undertake a formal evaluation during 2025, as additional time was needed both for the Board to evolve and for new members to become fully embedded. A Board evaluation will therefore be carried out during 2026, with the outcomes reported in next year’s Annual Report and Accounts.

Principle 9:
Establish a remuneration policy
Synectics has, for a number of years, had in place and published as part of its Remuneration Committee Report a Remuneration Policy covering the Executive and Non-Executive Directors. This is reviewed annually by the Remuneration Committee to ensure that it reflects good market practice and is aligned with Synectics' strategy, culture, and purpose. Further details of the policy can be found on pages 53 and 54 of the Company's 2025 Annual Report and Accounts.
Principle 10:
Dialogue with shareholders and other key stakeholders
We communicate with shareholders through our Annual Report, full-year and half-year announcements, various trading updates, the Annual General Meeting, and one-to-one meetings. Our corporate information (including all announcements, reports, and recordings of results presentations) is also available to shareholders, investors, and the public on the Company’s website.