Corporate Governance Code

The Company’s shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange and subject to AIM rules. We continue to adopt the QCA Corporate Governance Code (the ‘Code’) which provides an appropriate and practical governance framework and is implemented through robust practices and systems of control aligned to our business model. We consider that meaningful compliance with the principles of the Code should provide shareholders with confidence in how the Group operates. We are a member of the QCA and, during the year, complied with all principles of the 2018 Code in full. The Board also undertook an assessment of evolving requirements under the 2023 version of the QCA Code, which we will report against from next year, as part of its commitment to best practice.

The Board is responsible for promoting the long-term sustainable success of the Group for the benefit of its shareholders and supporting all stakeholders. The Board establishes the Group’s purpose and sets its strategic direction, ensuring that these remain aligned with the Group’s culture and values.

The Board consists of Senior Executive Management together with experienced Non-Executive Directors (details of Board members can be found on pages 63–64 of our 2025 Annual Report and Accounts.). The Board meets regularly in accordance with its planned calendar and otherwise as may be required. Meetings take place in person or where necessary by video conferencing. All Directors have full and timely access to relevant information. The Board maintains a schedule of matters reserved for its approval, which is regularly reviewed and made available on the Group’s website.

The Board delegates certain matters to its Audit & Risk, Remuneration and Nomination Committees which are comprised of Non-Executive Directors. Written terms of reference govern the responsibilities of the Committees, which are reviewed regularly by the Board and made available on the Group’s website.

The Committees ensure that there is independent oversight of the matters within their remit and assists the Board in fulfilling its responsibilities. Where appropriate, each Committee has the power to appoint external advisors to support the performance of its duties. Full reports from each of the Committees, detailing their responsibilities, key considerations and actions during the year, are set out from pages 71, 74 and 76 of our 2025 Annual Report and Accounts.

The Executive Committee is responsible for developing strategy recommendations to the Board, executing the Board’s approved strategy, day-to-day management of the Group’s operations, and developing and implementing the Group’s safety, environmental, social and governance framework.

The Executive Committee consists of the Executive Directors, Divisional Managing Directors, and senior managers including the People and Culture Director and General Counsel and Company Secretary. Written terms of reference govern the responsibilities of the Committee, which are reviewed regularly and made available on the Group’s website.

Committee meetings to discuss progress towards the Group’s strategic plan, together with business performance and key developments, take place monthly. Focused strategic discussions take place three times yearly. Feedback from meetings is shared with the Board.

The Senior Leadership Teams within each of our Advanced Materials and Paper & Packaging businesses have day-to-day responsibility for managing operations, monitoring performance and commercial developments, and delivering business strategy.

The Senior Leadership Teams comprise Divisional Managing Directors together with divisional senior management, supported by members of Group functional teams for Finance and HR.

Meetings take place monthly, with feedback being shared with the Executive Committee.

Other key governance structures within the Group include:

Pensions Steering Committee

The Pensions Steering Committee is responsible for supporting the Board in the discharge of the Company’s obligations and powers in connection with the Company’s defined benefit pension schemes. It closely monitors performance of the schemes with the Trustee and investment managers, engages with the Trustee in connection with investment strategy, and ensures that appropriate governance arrangements exist.

The Committee is chaired by the CFO and comprises other Board members and senior management. It meets quarterly and as required from time to time.

ESG Working Group

In 2024, we launched our ESG Working Group, which meets quarterly to support the development and delivery of ESG objectives. The Working Group is chaired by the General Counsel and Company Secretary, and comprises a diverse range of knowledgeable and passionate people from across the Group at all levels and from a range of sites who actively participate. For more information on the ESG Working Group, see our ESG report on pages 48–56 of our 2025 Annual Report and Accounts.

The roles of the Chair and CEO are separate, clearly understood and agreed by the Board.

Non-Executive Chair

The Chair leads the Board, ensuring its effectiveness while taking account of the interests of the Group’s various stakeholders, promoting high standards of corporate governance. Key responsibilities include:

• Chairing the Board, its Nomination Committee and General Meetings.
• Ensuring the Directors effectively contribute and engage in constructive debate.
• Setting the Board’s agenda in conjunction with the CEO and
• Company Secretary.
• Ensuring that the Board’s effectiveness is reviewed annually and leading the performance evaluation of the CEO and Non-Executive Directors.
• Ensuring that effective induction and training programmes exist and encouraging the continued development of Directors and the Board as a whole.
• Serving as an ambassador for the Group and its products and services, culture and values.
• Engaging with shareholders and other stakeholders, and ensuring that the Board develops an understanding of external views and interests.

Chief Executive Officer

The CEO is responsible for developing the Group’s strategy and the operating performance of the Group. Key responsibilities include:

• The effective management of the Company’s businesses.
• Leading development of the Company’s strategic direction and implementing the agreed strategy.
• Developing objectives for the Executive team.
• Managing the Company’s risk profile and maintaining an effective framework of controls.
• Ensuring effective succession plans are in place and leading in the development of people.
• Ensuring effective communication with shareholders and key stakeholders on business strategy and performance.
• Providing regular operational updates to the Board.

Senior Independent Director

The responsibilities of the Senior Independent Director include:

• Providing a sounding board for the Chair and acting as an intermediary for Non-Executive Directors where necessary.
• Working closely with the Chair and other Directors, and/or shareholders to resolve issues as may be required from time to time.
• Leading the appraisal of the performance of the Chair.

Non-Executive Directors

The Non-Executive Directors bring insight and experience to the Board. They have responsibility for:

• Constructively challenging the strategies proposed by the Executive Directors.
• Scrutinising the performance of management in achieving agreed goals and objectives.
• Devoting time to developing and refreshing knowledge and skills, and being well-informed about the Company.
• Playing a leading role in the functioning of the Board Committees.
• Meeting with the Senior Independent Director to review the Chair’s performance and other matters.

The Board is supported by the Company Secretary, who assists in upholding corporate governance standards. The Company Secretary ensures compliance with Board procedures and provides support to the Chair. He advises the Board on corporate governance developments and ensures that the Board receives information in a timely manner.

The Board held 8 scheduled Board meetings during FY25, which were scheduled to coincide with key dates in the Group’s financial calendar. In addition to regular scheduled meetings, a number of additional meetings took place during the year in order to deal with specific business arising from time to time. Principal considerations at Board meetings include:

• Health, safety and environment
• Strategy
• Financial performance
• Risk
• People and culture
• Stakeholder engagement
• Governance

In advance of all Board meetings the Directors are supplied with papers covering the matters to be addressed. Members of the Executive Committee, senior management, or third parties may also attend meetings, or parts of meetings, by invitation from time to time. Executive Directors may attend Committee meetings (or parts of such meetings) by invitation where required. The Company Secretary is responsible to the Board for the timeliness and quality of information.

The Board currently comprises two Executive Directors, a Non-Executive Chair and four independent Non-Executive Directors.

Biographies for all Board members are set out on pages 63–64 of our 2025 Annual Report and Accounts.

For information on changes to the Board during the year, see the Nomination Committee report which can be found from page 74 of our 2025 Annual Report and Accounts.

The Board recognises the importance of Directors bringing a strong balance of skills, knowledge, and experience to delivery of the Company’s strategic objectives. During the year, the Nomination Committee reviewed its assessment of the knowledge, skills, experience, and diversity on the Board. Updated outcomes from this exercise were reviewed by the Board and used to inform succession planning. This process is the subject of regular review to best ensure the Board remains well balanced.

The Board reviews the independence of its Non-Executive Directors regularly. Taking into account all circumstances, the Board considers Non-Executive Directors Martin Court, Sarah Miles, Lyndsey Scott and Jon Yeung to be independent. Mark Cropper, David Stirling and Andrew Goody are not considered by the Board to be independent.

The Board considers that its composition represents a good balance of operational, commercial, technical and financial knowledge, entrepreneurial leadership and robust independent challenge.

The Companies Act 2006 and the Company’s Articles of Association require the Board to consider actual or potential conflicts of interest. The Board has policies for managing and, where appropriate, authorising actual or potential conflicts of interest and related party transactions. Directors are required to declare any interests they or their close family members have in third-party organisations, as well as other circumstances which could give rise to a conflict of interest. Registers of related parties and third-party interests are regularly reviewed by the Board. Directors are required to seek clearance from the Chair before taking on any new appointments to ensure that any potential conflicts of interest can be identified and addressed appropriately. At the outset of every Board and Committee meeting, Directors are required to declare any actual or potential conflicts in relation to matters on the agenda.

The Board adopts an inclusive and open style which encourages collaboration and the free flow of information between Executive and Non-Executive Directors. Board members are encouraged to discuss matters openly and add value by sharing personal skills and experiences. No individual or group of individuals dominate the Board’s decision-making process. All Directors communicate regularly, and contact with senior executives within the Group is sought and encouraged. Separate meetings of the Non-Executive Directors are scheduled throughout the year to discuss strategy and performance, and enhance independent oversight and stakeholder accountability.

In the year the Board undertook an internal effectiveness review, which was led by the Senior Independent Director (SID). The review involved a series of one-to-one discussions held by the SID with each Board member. These conversations were framed around themes including strategy, papers and administration, and dynamics and culture. The effectiveness of Board committees was also considered. The inputs from Directors and outcomes from those conversations were reviewed by the SID, Company Secretary and the Chair, and developed into recommendations which were presented to the Board.

It was noted that FY25 had seen a continuation of the difficult trading seen in FY24 and that there was a need to review and develop a clear business strategy, particularly for the Paper & Packaging business. Despite this, it was recognised that engagement amongst Board members had been positive in the year and that improvements to the structure of Board meetings had enhanced the quality of debate and discussion. Recommendations from the review included a review of strategic planning and strategic delivery, reducing the volume of Board papers to enhance focus, expanding the remit of the Audit Committee to enhance oversight of risk, and continuing to develop Board and Committee meeting planning.

Recommendations from the previous review in FY24 included the development of new KPIs to enhance financial reporting, increasing the Board’s focus on strategy, and expanding the remit of the Remuneration Committee to broader workforce considerations. During the year, good progress was made against each of these recommendations.

The Board recognises the importance of regular reviews with a view to continuously improving how it operates.

The Board recognises the benefits of diversity at all levels of the organisation. Diversity on the Board was reviewed in the year by the Nomination Committee and this approach will help support effective future succession planning. Our female representation on the Board is 29%. For more information on the Group’s approach to diversity, see the Nomination Committee Report from page 74 of our 2025 Annual Report and Accounts.

Upon joining the Group, Directors are provided with an induction which ensures that they are fully informed and have the necessary support to perform their roles effectively. This typically involves meetings with members of the Board together with senior management, visits to operational sites and the provision of information on the Group’s products, markets and strategy, and key governance arrangements.

The Chair ensures that Directors receive information to enable them to perform their duties properly. Briefings are provided to the Board on governance, regulatory, financial and legal matters by the Company Secretary, CEO and CFO and external advisors where required. Directors are aware of their responsibility to regularly update their skills and knowledge.

Directors can obtain independent professional advice at the Group’s expense in performance of their duties. None of the Directors obtained independent professional advice in the period under review. All Directors have access to the advice and the services of the Company Secretary and access to senior management across the Group where required.

In accordance with best practice, all Directors continuing in office will stand for election (or re-election) annually at the Company’s AGM.

The Board recognises that the delivery of the Board’s strategy requires the adoption of an appropriate level of risk. Effective risk management is therefore fundamental to achieving the Group’s strategic objectives. In the year, the Group implemented an enhanced Group-wide strategic risk management framework, building upon previous risk management processes, and aligned to the achievement of strategic objectives. The framework adopts a tiered approach, with leaders across the organisation being responsible for the management of risks in conjunction with their strategic objectives. The framework was accompanied by guidance and tools to support the consistent identification and management of risks across the Group, and to enable consolidated reviews and improved management of principal and emerging risks by the Executive Committee and Board. At the same time, the Board broadened the remit of the Audit Committee (now Audit & Risk Committee) to enhance the level of Board oversight.

The Board recognises the importance and benefits of regular engagement with shareholders and the Group’s other stakeholders. Further information is contained in the s.172 Statement on pages 46–47 of our 2025 Annual Report and Accounts.

Our AGM will be taking place on 3 September 2025. Following the meeting to consider the proposed resolutions, there will be, an opportunity for shareholders to meet the Directors informally.

I very much look forward to the event which serves as a useful opportunity to engage with our investors, answer questions, and provide further insight into the James Cropper business.