Learn how governance practices are integrated into both the overall objectives and day-to-day activities of the Board
Delayed Share Price: 200.00p
Role of the Board
Great importance is placed on a well-informed and decisive Board.
Board meetings are held regularly throughout the year. Prior to the start of each financial year, a schedule of dates for that year is compiled to allow an appropriate spread of meetings across the year, in line with the Company’s half-year and full-year results and to ensure full attendance of Board members where possible. During the year, the Board met seven times and, in addition, participated in sessions on the Group’s strategy and five-year plan.
The Board has adopted a schedule of matters reserved for its consideration and those delegated to Board Committees. A copy of the schedule can be found here.
Agenda items scheduled for every Board meeting include strategy, business performance, operations, human resources, finance and governance. The agenda is reviewed and agreed by the Chair to ensure that the Board addresses the right issues at the right times and that sufficient time is allowed for appropriate consideration and debate. The agenda is further structured to allow members of the senior management team the opportunity to present various subjects to the Board, giving the Board the opportunity to meet senior management and employees, and to develop greater business knowledge and depth of awareness of business-specific opportunities and threats.
Board meetings
Board meetings are scheduled a year in advance to ensure full attendance where possible and all, Directors receive papers sufficiently in advance of meetings to enable due consideration. Following Board and Committee meetings, the Board receives copies of the minutes at the next Board meeting and can raise any queries or concerns with the Board or Committee Chairs.
Key activities and matters dealt with by the Board in 2025
December
- Approval of Group 2025 budgets and five-year plan
- General update
- Chief Financial Officer recruitment
February
- Approval of final results and dividend policy
- Approval of Group risk registers and risk management
- Approval of Anti-Bribery and Corruption policy
- Approval of the approach to meeting the requirements of the Modern Slavery Act 2015
April
- General update
- Review of QCA Code 2023 gap analysis
May
- Reviewing and monitoring Group strategy and progress against business objectives
- Reviewing operational and financial performance of the Group
- Board and senior management succession planning and general recruitment and retention
July
- Approval of interim results and dividend policy
- Approval of Whistleblowing and Anti-Bribery and Corruption policies
- Partner Programme update
- IT strategy update
September
- Directors’ AIM obligation training
- System’s transformational update
- System’s technology update and review of product development roadmap and technological developments in the industry
- Reviewing the findings of the 2025 Employee Opinion Survey
October
- General update
- Review of implementation of the Economic Crime and Corporate Transparency Act 2023 'ECCTA'
Additional calls
- Chief Financial Officer recruitment
- Business update
Board performance and effectiveness
Induction
The Company’s policy is for all new Directors to undertake a formal and comprehensive induction to the Group upon joining the Board. The induction process is undertaken by the Company Secretary and HR team. On acceptance of appointment, all Directors are provided with an induction pack, which includes: their appointment letter and terms; latest accounts and constitutional documents; the business plan; investor presentations; protocol for conflicts of interest; Directors’ duties; Group Share Dealing Code and Group policies; Board meeting procedures and matters reserved; Board minutes and papers from previous meetings; and meeting dates and contact details. Substantive induction to the Group’s businesses is provided through meetings with senior management and site visits to the Group’s operations.
Independent advice
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary. In addition, the Directors have direct access to the advice and services of the Company Secretary.
Performance evaluation
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.
Independence
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.
Succession planning
Retaining and developing our best people is critical to our success. 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.
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.
The Executive Directors and the senior leadership team are responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of the strategy, plans and budgets approved by the Board of Directors, as well as managing key business risks.
Appointments to senior management and Board positions are made following a robust search and selection process, typically with the assistance of specialist search agencies.
Succession planning for Board and senior management is a function of the Board, which fulfils the responsibilities of a Nominations committee. The functions of a Nominations Committee are undertaken by the Board as a whole. Where necessary and appropriate, a nominations sub-committee is appointed temporarily to fulfil specific tasks. Given the size of the Group, and the size and composition of its Board, the Directors believe it is both practical and beneficial for matters of Board composition and recruitment, Board performance evaluation, Executive and Non-Executive succession planning, and training and development to be undertaken by the Board as a whole. All such matters are regularly scheduled on the Board’s agenda and are discussed thoroughly and robustly, incorporating the detailed perspectives and experience of all Directors.
The Group aims to offer appropriate remuneration packages and incentive arrangements, together with an agile environment which encourages and rewards excellent performance, in order to mitigate this risk. In addition the Group actively reviews its succession planning objectives and, in recent years, has increased its focus on personal development reviews and the provision of relevant training for all employees.