Annual Report & Accounts 2026
29
OUR GOVERNANCE
The table below shows the Directors’ attendance at scheduled meetings of the Board and its committees during the year:
Board
Audit
Remuneration
James Knight
11/11
Ashley Miller
11/11
1/1
Robin Williams
11/11
1/1
2/2
Isabel Napper
11/11
1/1
2/2
Salar Farzad 11/11
1/1
2/2
DISCLOSURE COMMITTEE The Disclosure Committee is available as needed to review how the Group should deal with price sensitive information. The purpose of the Disclosure Committee is to provide a rapid response to the potentially urgent matter of required disclosures. All Board members are members of the Disclosure Committee as is the Company Secretary. The quorum of the Disclosure Committee is one of the Chief Executive Officer, the Finance Director, or the Company Secretary and any Non-executive Director.
NOMINATION COMMITTEE
The Nomination Committee is available as needed to manage the process of appointing new Directors to the Board and to consider succession matters. The Committee is chaired by Robin Williams and is comprised of the Non-
executive Directors. During the year, the committee met to consider the ongoing tenure and independence of Robin Williams as Chair of the Board. Robin Williams has been Chair since October 2017 and will thus have served nine years in October 2026. Mindful of the QCA Code, the Nomination Committee and the Board have therefore carefully considered Robin’s continued independence and effectiveness. They remain satisfied that he continues to exercise objective judgement and provide effective leadership to the Board.
In reaching this conclusion, the following factors were considered:
• Robin’s expertise and knowledge of the Company, its markets and stakeholders, which supports effective oversight and governance
• the absence of any relationships or circumstances that could impair independent judgement;
• evidence of continued independent challenge and constructive engagement with executive management;
• the balance of independence across the Board, with both current Non-Executive Directors considered independent; and
• the outcome of annual, including the most recent, Board performance evaluations which confirmed the ongoing effectiveness of the Chair.
The Committee and Board notes that under the QCA Code, independence is determined by behaviour and judgement rather than tenure alone. Accordingly, the Board considers Robin to remain independent in character and judgement and therefore compliant with the principles of the QCA Code. The Board has thus agreed that Robin should continue in the role of non-
executive Chair.
The Committee and Board will continue to keep succession planning under active review to ensure orderly refreshment of the Board at the appropriate time.
OUR GOVERNANCE
The table below shows the Directors’ attendance at scheduled meetings of the Board and its committees during the year:
Board
Audit
Remuneration
James Knight
11/11
Ashley Miller
11/11
1/1
Robin Williams
11/11
1/1
2/2
Isabel Napper
11/11
1/1
2/2
Salar Farzad 11/11
1/1
2/2
DISCLOSURE COMMITTEE The Disclosure Committee is available as needed to review how the Group should deal with price sensitive information. The purpose of the Disclosure Committee is to provide a rapid response to the potentially urgent matter of required disclosures. All Board members are members of the Disclosure Committee as is the Company Secretary. The quorum of the Disclosure Committee is one of the Chief Executive Officer, the Finance Director, or the Company Secretary and any Non-executive Director.
NOMINATION COMMITTEE
The Nomination Committee is available as needed to manage the process of appointing new Directors to the Board and to consider succession matters. The Committee is chaired by Robin Williams and is comprised of the Non-
executive Directors. During the year, the committee met to consider the ongoing tenure and independence of Robin Williams as Chair of the Board. Robin Williams has been Chair since October 2017 and will thus have served nine years in October 2026. Mindful of the QCA Code, the Nomination Committee and the Board have therefore carefully considered Robin’s continued independence and effectiveness. They remain satisfied that he continues to exercise objective judgement and provide effective leadership to the Board.
In reaching this conclusion, the following factors were considered:
• Robin’s expertise and knowledge of the Company, its markets and stakeholders, which supports effective oversight and governance
• the absence of any relationships or circumstances that could impair independent judgement;
• evidence of continued independent challenge and constructive engagement with executive management;
• the balance of independence across the Board, with both current Non-Executive Directors considered independent; and
• the outcome of annual, including the most recent, Board performance evaluations which confirmed the ongoing effectiveness of the Chair.
The Committee and Board notes that under the QCA Code, independence is determined by behaviour and judgement rather than tenure alone. Accordingly, the Board considers Robin to remain independent in character and judgement and therefore compliant with the principles of the QCA Code. The Board has thus agreed that Robin should continue in the role of non-
executive Chair.
The Committee and Board will continue to keep succession planning under active review to ensure orderly refreshment of the Board at the appropriate time.