The PLC Board (“the Board”) is responsible for the Company’s corporate governance systems and processes that support good decision-making.

The Non-Executive Directors, Mark Smith (Chair), Isabel Kelly, Rachel Neaman (Senior Independent Director) and Chris Sweetland are considered independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement.

Rachel Neaman was appointed Senior Independent Director in December 2023. Rachel already serves as a Non-executive Director of TPXimpact and brings a wealth of experience of the UK charity and public sectors. As Senior Independent Director, Rachel’s counsel helps to ensure the Board and Management deliver against the balanced needs and expectations of our stakeholders.

Neal Gandhi, the former CEO of TPXimpact and now a Non- Executive Director, is not considered an independent director due to his signiﬁcant shareholding in the company, currently owning 6.6% of the Company. While Mr. Gandhi has stepped down from his executive role, his substantial ownership interest could potentially inﬂuence his decisions and actions as a board member on certain board matters. As a result, the Board has determined that he does not meet the criteria for independence set out in the QCA guidelines.

However, the Board still complies with the QCA requirement for a board to contain at least two independent Non- Executive directors and for the Board to be at least 50% independent. The current Board consists of seven members, including four independent non-executive directors, who have all been assessed by the Chairman as meeting the QCA’s independence criteria.

The four independent non-executive directors bring a range of relevant skills and experience to the Board, providing an objective and unbiased perspective on matters discussed at board meetings. The Board is conﬁdent that it has the necessary balance of skills, experience, and independence to oversee the company's strategy and performance effectively.

In summary, while Mr. Gandhi's signiﬁcant shareholding precludes him from being classiﬁed as an independent director, the Board has taken steps to ensure compliance with the QCA guidelines and maintain the necessary independence to make objective and unbiased decisions. Mr. Gandhi's deep knowledge of the business remains a major source of value for the Board and Company as a whole.

Mark Smith, Chris Sweetland, Isabel Kelly and Rachel Neaman own shares in TPXimpact and three independent
Non-Executive Directors hold options, however, this is not considered to alter their independent status.

Each Board meeting commences with a standing agenda item that requires Board members to disclose any conﬂicts of interest. This process is documented in the minutes and, where conﬂicts are identiﬁed, a mitigation is agreed, such as excusing conﬂicted parties from discussion of the relevant agenda item.

Directors’ commitment to TPXimpact

The Directors acknowledge the importance of the principles set out in the QCA Code.

Our Non-executive Directors have committed in their letters of appointment to attend all reasonable board and committee meetings in addition to being reasonably available at other times for TPXimpact business. The Executive Directors have entered into employment contracts which require them to attend all board meetings. The CEO is invited to attend all meetings of the Remuneration Committee and certain meetings of the Audit, Risk & AIM Rules Compliance Committee, whilst the Group CFO is invited to attend all meetings of the Remuneration Committee, the Audit, Risk & AIM Rules Compliance Committee and the ESG Committee, the last of which he is also a member.

The Non-Executive Directors meet at least once a year without the Executive Directors present. One third of all Directors submit themselves for re-election each year at the Annual General Meeting (“AGM”) of the Company.
The Board meets at least four times each year with additional meetings when circumstances and urgent business dictate. At each meeting, the Board reviews a schedule of reserved matters including trading performance, ﬁnancial strength, strategy (including investment and acquisition opportunities), reports to shareholders and succession management.

The Directors have established three committees of its Board, namely the Audit, Risk & AIM Rules Compliance Committee, the Remuneration Committee and the Environmental, Social and Governance Committee (ESG Committee).

The Audit, Risk & AIM Rules Compliance Committee is chaired by Chris Sweetland and has primary responsibility for monitoring the quality of internal controls, ensuring that the ﬁnancial performance of the Company is properly measured and reported on, and reviewing reports from the Company’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit, Risk & AIM Rules Compliance Committee meets at least twice a year. Mark Smith is the other member of the Audit, Risk & AIM Rules Compliance Committee. Steve Winters, CFO, attends Audit, Risk & AIM Rules Compliance Committee meetings by invitation.

The Remuneration Committee is chaired by Rachel Neaman (since 1 April 2024, when she succeeded Isabel Kelly in the role), and reviews the performance of the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year. Mark Smith is the other member of the Remuneration Committee.

The Remuneration Committee also considers Board policy in relation to the remuneration of the Chairman of the Board. Non-Executive Director remuneration is a matter for the Chairman and the executive members of the Board. No Director is involved in any decisions as to their own remuneration or beneﬁts.

The Environmental, Social and Governance Committee (ESG Committee) is chaired by Isabel Kelly, and has the primary responsibility to assist Executive Management in setting the Company’s general strategy with respect to ESG matters and to consider and recommend policies, practices, and disclosures that conform with the strategy.
The ESG Committee meets at least twice a year and currently comprises a number of leaders from within the business, including the CFO, Steve Winters.

QCA Code Compliance

10 principles of corporate governance

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