Sub-Committees

Policy & Guidelines

Purpose

The Executive Committee is established by the Chief Executive Officer and is responsible for the development and recommendation of strategy to the Board, executing the Board’s approved strategy and agreed objectives, day-to-day management of the Group’s operations, and developing and implementing the Group’s safety, environmental, social and governance framework.

1. Membership
1.1 Membership will be determined by the Chief Executive Officer from time to time and currently comprises the following individuals:

– Chief Executive Officer
– Chief Financial and Operations Officer
– Managing Director, Advanced Materials
– Managing Director, Paper Products
– Chief Innovation Officer
– People and Culture Director
– General Counsel and Company Secretary

1.2 The Chief Executive Officer will chair the Committee. In their absence, the Chief Financial and Operational Officer shall act as chair.

1.3 The Company Secretary and/or their deputy will attend all meetings of the Committee and will provide all necessary support to the Committee. The Company Secretary and/or their deputy should ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration of issues. The Committee should have access to the services of the Company Secretariat on all committee matters. 2.

2. Secretary

The Company Secretary and/or their deputy will attend all meetings of the Committee and will provide all necessary support to the Committee. The Company Secretary and/or their deputy should ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration of issues. The Committee should have access to the services of the Company Secretariat on all committee matters.

3. Quorum

The quorum of the Committee will be three members one of whom must be either the Chief Executive Officer or the Chief Financial and Operations Officer. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in, or exercisable by, the Committee.

4. Conflicts of interest

At the outset of each meeting, Committee members must disclose any actual or potential conflict arising. Remaining Committee members will determine whether or not a conflict exists. A Committee member shall not participate in any discussions and/or decisions concerning a matter in relation to which they have a conflicting interest.

5. Meetings

5.1 The Committee will normally meet one a month, except during August. Other meetings may also be held as required from time to time.

5.2 The chair or any member of the Committee or the Company Secretary may convene a meeting of the Committee at any time on reasonable notice to consider any matter falling within these Terms of Reference.

6. Minutes

The minutes of each meeting will be distributed to all members as appropriate, taking into account any conflicts of interest which may exist.

7. Scope of authority

7.1 The Committee’s role is to support the Chief Executive Officer in executing the Board’s agreed objectives and strategy, make and implement operational decisions while running the Group’s day-to-day business, and make recommendations to the Board.

7.2 The Committee may sub-delegate any of its powers and authority as it sees fit, including, without limitation, through the establishment of sub-committees to consider particular issues and report back to the Committee.

Responsibilities of the Committee

The key responsibilities of the Committee include:

8.1 Planning, objectives and strategy

– Making recommendations to the Board concerning the objectives and strategy of the Group, taking into account risks and opportunities;
– Optimising the allocation and adequacy of the Group’s resources;
– Developing the Group’s budgets and longer-term plans (including capital investment), to be presented to the Board for approval;
– Leading on safety across the Group;
– Supporting the Board in developing the sustainability agenda and overseeing sustainability initiatives in accordance with the Group’s purpose and strategic objectives; and
– Monitor and advance progress of the Group’s decarbonisation plan.

8.2 Operations and performance

– Oversight of the delivery of the Board’s approved objectives and strategy;
– Day-to-day management of the Group’s businesses;
– Monitoring performance against KPIs, budgets and achievement of the business plan approved by the Board;
– Oversight of the Group’s organisational structure, and making recommendations for change;
– Keeping under review and renewing banking facilities and arrangements for treasury management;
– Oversight of the Group’s pension arrangements; and
– Facilitating active liaison, co-ordination and co-operation between business functions.

8.3 Risk and Internal control

– Ensuring the identification, management and monitoring of risks and the implementation of effective internal controls;
– Keeping under review the Group’s insurance arrangements;
– Identifying matters required for escalation to the Board or Board Committees and to review, debate and form recommendations on relevant items before escalation;
– Approving and, where necessary, reviewing (before their presentation to the Board) material contracts and significant transactions in accordance with the Group Delegation of Authority; and
– Taking any other actions as required by the Chief Executive Officer under the Board’s approved delegation of authority framework.

8.4 People and culture

– Actively promoting the Group’s culture, in line with the agreed purpose and values;
– Reviewing performance, development and succession planning of senior management and key individuals;
– Monitoring the People agenda across the Group including monitoring of diversity and inclusion and the Group’s culture to ensure it is aligned with the Group’s values, purpose and strategy;
– Developing appropriate remuneration structures across the Group; and
– Developing and implementing Group People policies and structures, and, where appropriate, recommending them to the Board.

9. Reporting responsibilities

The Chief Executive Officer shall formally report on relevant matters considered by the Executive Committee at each Board meeting.

10. Other Matters

10.1 The Committee will give due consideration to and apply with all applicable laws and regulations, including but not limited to the Companies Act 2006, AIM Rules and FCA Handbook.

10.2 The Committee shall periodically review these Terms of Reference to ensure they remain effective and current.

These Terms of Reference were approved by the Executive Committee on 26.10.2023.

Policy & Guidelines

Purpose

The Remuneration Committee is constituted by the Board and is responsible for making recommendations to the Board in relation to the company’s policy for Executive Director Remuneration, to assist the Board in ensuring that remuneration practices are transparent, fair and responsible, and for determining the remuneration of the Executive Directors, Chair and senior management.

1. Membership

1.1 The committee shall comprise at least three members, all of whom shall be independent non-executive directors.

1.2 Appointments to the committee are made by the board on the recommendation of the nomination committee and in consultation with the chair of the remuneration committee and shall be for a period of up to three years which may be extended provided members continue to be independent.

1.3 Only members of the committee have the right to attend committee meetings. However, other individuals such as the Board Chair, CEO, other Board members, the People & Culture Director and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

1.4 The board shall appoint the committee chair who shall be an independent non-executive director who should have served on a remuneration committee for at least 12 months. In the absence of the committee chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the board. The chair of the board shall not be chair of the committee.

2. Secretary

The company secretary or their nominee shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

3. Quorum

The quorum necessary for the transaction of business shall be three members.

4. Frequency of meetings

The committee shall meet at least twice a year and otherwise as required.

5. Notice of meetings

5.1 Meetings of the committee shall be called by the secretary of the committee at the request of the committee chair or any of its members.

5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than three working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

6. Minutes of meetings

6.1 The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.

6.2 Draft minutes of committee meetings shall be circulated to all members of the committee. Once approved, minutes should be circulated to all other members of the board and the company secretary unless, exceptionally, it would be inappropriate to do so.

7. Engagement with shareholders

The committee chair should attend the annual general meeting to answer any shareholder questions on the committee’s activities. In addition, the committee chair should seek engagement with shareholders on significant matters related to the committee’s areas of responsibility.

8. Duties

The committee should carry out the duties detailed below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.

8.1 The committee shall:

8.1.1 Have delegated responsibility for determining the policy for directors’ remuneration and setting remuneration for the company’s chair and executive directors and senior management, including the company secretary, ensuring that such arrangements:

– 8.1.1.1 promote long-term shareholding by executive directors that support alignment with long-term shareholder interests;
– 8.1.1.2 promote long-term sustainable success, align with company purpose and values and are clearly linked to delivery of the company’s long-term strategy; and
– 8.1.1.3 enable the use of discretion to override formulaic outcomes and to recover and/or withhold sums or share awards under appropriate specified circumstances.

8.1.2 When determining executive director remuneration policy and practices, consider the importance of clarity, simplicity, risk mitigation, predictability, proportionality and alignment to culture.

8.1.3 No director or senior manager shall be involved in any decisions as to their own remuneration outcome. The remuneration of the non-executive directors shall be a matter for the Chair and Executive Directors.

8.1.4 In determining remuneration policy, take into account all other factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations under the applicable reporting code or associated guidance, and best practice. The objective of such policy shall be to attract, retain and motivate executive management of the quality required to run the company successfully without paying more than is necessary, having regard to views of shareholders and other stakeholders.

8.1.5 Review the ongoing appropriateness and relevance of the remuneration policy.

8.1.6 Within the terms of the agreed policy and in consultation with the chair and/or chief executive, as appropriate, determine the total individual remuneration package of each executive director, the company chair and senior managers including bonuses, incentive payments and share options or other share awards. The choice of financial, non-financial and strategic measures is important, as is the exercise of independent judgement and discretion when determining remuneration awards, taking account of company and individual performance, and wider circumstances.

8.1.7 Have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the company. However the committee should avoid designing pay structures based solely on benchmarking to the market or on the advice of remuneration consultants.

8.1.8 Review the design of all share incentive plans for approval by the board and, where required, shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards for executive directors and senior managers, and the performance targets to be used.

8.1.9 Review wider workforce remuneration arrangements.

8.1.10 Determine the policy for authorising the expenses of the Directors.

8.1.11 Work and liaise as necessary with other board committees, ensuring the interaction between committees and with the board is reviewed regularly.

9. Reporting responsibilities

9.1 The committee chair shall report to the board after each meeting on the nature and content of its discussion, recommendations and action to be taken.

9.2 The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed, and adequate time should be available for board discussion when necessary.

9.3 The committee shall provide a description of the Company’s remuneration policy for Directors, and of its work during the year in question, in the annual report.

9.4 The Committee shall ensure that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, (as amended) and the adopted code, are fulfilled (so far as they are appropriate for the Company) and produce a report of the Company’s remuneration policy and practices to be included in the Company’s annual report and ensure each year that it is put to shareholders for an advisory vote at the Annual General Meeting.

9.5 If the committee has appointed remuneration consultants, the consultant should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors.

10. Other matters

The committee shall:

10.1 Have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required.

10.2 The committee is authorised by the board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

10.3 Give due consideration to all relevant laws and regulations, the provisions of the Code and published guidelines or recommendations regarding the remuneration of company directors and the formation and operation of share incentive plans, the requirements of the FCA’s Listing Rules, Prospectus Rules, Disclosure Guidance and Transparency Rules sourcebook, and any other applicable rules, as appropriate.

10.4 Ensure that a periodic evaluation of the committee’s own performance is carried out.

11. Authority

The committee is authorised by the board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

Approved: 8 November 2023

Policy & Guidelines

Purpose

The Audit Committee is constituted by the Board and is responsible for assisting the Board in discharging its responsibilities for monitoring the integrity of the Company’s financial statements and the effectiveness of the systems of internal controls and to monitor the effectiveness, performance and objectivity of the external auditors.

1. Membership

1.1 The Committee shall comprise at least three members, all of whom shall be independent non-executive directors. At least one member shall have recent and relevant financial experience and the Committee as a whole shall have competence relevant to the sector in which the company operates. The Chair of the Board shall not be a member of the Committee.

1.2 Members of the Committee shall be appointed by the Board, on the recommendation of the nomination Committee in consultation with the Chair of the audit Committee. Appointments shall be for a period of up to three years which may be extended provided members continue to be independent.

1.3 Only members of the Committee have the right to attend Committee meetings. However, the Board Chair, CEO, CFO and external audit lead partner will be invited to attend meetings of the Committee on a regular basis and other individuals may be invited to attend all or part of any meeting as and when appropriate.

1.4 The Board shall appoint the Committee Chair. In the absence of the Committee Chair and/or an appointed deputy at a Committee meeting, the remaining members present shall elect one of themselves to Chair the meeting.

2. Secretary

The Company Secretary, or their nominee, shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum

The quorum necessary for the transaction of business shall be three members, at least one of whom shall have relevant and recent financial experience.

4. Frequency of meetings

4.1 The Committee shall meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.

4.2 Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals involved in the company’s governance, including the Board Chair, CEO, CFOO, and external audit lead partner.

5. Notice of meetings

5.1 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members, or at the request of the external audit lead partner or head of internal audit if they consider it necessary.

5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than three working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.

6. Minutes of meetings

6.1 The Secretary shall minute the proceedings and decisions of all Committee meetings, including recording the names of those present and in attendance.

6.2 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

7. Engagement with shareholders

The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.

8. Duties

The Committee should have oversight of the group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.

8.1 Financial reporting

8.1.1 The Committee shall monitor the integrity of the financial statements of the company, including its annual and half-yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain taking into consideration reports from the external auditor and information from management.

8.1.2 In particular, the Committee shall review and challenge where necessary:

8.1.2.1 the application of significant accounting policies and any changes to them;
8.1.2.2 the methods used to account for significant or unusual transactions where different approaches are possible;
8.1.2.3 whether the company has adopted appropriate accounting policies and made appropriate estimates and judgements, taking into account the external auditor’s views;
8.1.2.4 the clarity and completeness of disclosures in the financial statements and the context in which statements are made; and
8.1.2.5 all material information presented with the financial statements, including the strategic report and the corporate governance statements relating to the audit and to risk management;
8.1.2.6 any significant adjustments resulting from the audit (including any adjustments proposed by the auditors that have not been adopted); and
8.1.2.7 the reasonableness of assumptions made in support of the going concern statement and the longer-term viability statement.

8.1.3 Where practicable and consistent with prompt reporting requirements under law or any regulation, the Committee shall review any statements requiring Board approval which contain financial information first.

8.1.4 Where the Committee is not satisfied with any aspect of the proposed financial reporting by the company, it shall report its views to the Board.

8.2 Narrative reporting

Where requested by the Board, the Committee should review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy and whether it informs the Board’s statement in the annual report on these matters that is required under the Code.

8.3 Internal financial controls and risk management systems

The committee shall:
8.3.1 keep under review the company’s internal financial controls systems that identify, assess, manage, and monitor financial risks, and other internal control and risk management systems; and
8.3.2 review and approve the statements to be included in the annual report concerning internal control, risk management, including the assessment of principal risks and emerging risks, and the viability statement.

8.4 Compliance, speaking-up and fraud

The Committee shall:

8.4.1 review the adequacy of the company’s arrangements for its employees and others to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that such arrangements allow proportionate and independent investigation of such matters and appropriate follow up action; and

8.4.2 review the company’s systems and controls for the prevention of bribery and receive reports on non-compliance.

8.5 External audit

The Committee shall:

8.5.1 consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the company’s external auditor;

8.5.2 develop and oversee the selection procedure for the appointment of the audit firm in accordance with applicable requirements, ensuring that all tendering firms have access to all necessary information and individuals during the tendering process;

8.5.3 if an external auditor resigns, investigate the issues leading to this and decide whether any action is required;

8.5.4 oversee the relationship with the external auditor. In this context the Committee shall:

8.5.4.1 review and approve their remuneration (both for audit and non-audit services) and ensure that such fees are appropriate to enable an effective and high-quality audit to be conducted;

8.5.4.2 review and approve their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;

8.5.5 assess annually the external auditor’s independence and objectivity taking into account relevant law, regulation, the Ethical Standard and other professional requirements and the group’s relationship with the auditor as a whole, including any threats to the auditor’s independence and the safeguards applied to mitigate those threats including the provision of any non-audit services;

8.5.6 assess annually the qualifications, expertise and resources, and independence of the external auditor and the effectiveness of the external audit process, which shall include a report from the external auditor on their own internal quality procedures;

8.5.7 evaluate the risks to the quality and effectiveness of the financial reporting process in the light of the external auditor’s communications with the Committee;

8.5.8 develop and recommend to the Board the company’s formal policy on the provision of non-audit services by the auditor, including prior approval of non-audit services by the Committee and specifying the types of non-audit service to be preapproved, and assessment of whether non-audit services have a direct or material effect on the audited financial statements

8.5.9 meet regularly with the external auditor (including once at the planning stage before the audit and once after the audit at the reporting stage) and, at least once a year, meet with the external auditor without management being present, to discuss the auditor’s remit and any issues arising from the audit;

8.5.10 discuss with the external auditor the factors that could affect audit quality and review and approve the annual audit plan, ensuring it is consistent with the scope of the audit engagement, having regard to the seniority, expertise and experience of the audit team;

8.5.11 review the findings of the audit with the external auditor. This shall include but not be limited to: (i) a discussion of any major issues which arose during the audit; (ii) the auditor’s explanation of how the risks to audit quality were addressed; (iii) key accounting and audit judgements; (iv) the auditor’s view of their interactions with senior management; and (v) levels of errors identified during the audit.

8.5.12 review any representation letter(s) requested by the external auditor before it is (they are) signed by management;

8.5.13 review the management letter and management’s response to the auditor’s findings and recommendations; and

8.5.14 review the effectiveness of the audit process, including an assessment of the quality of the audit, the handling of key judgements by the auditor, and the auditor’s response to questions from the Committee.

9. Reporting responsibilities

9.1 The Committee Chair shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the Board on how it has discharged its responsibilities. This report shall include:

9.1.1 the significant issues that it considered in relation to the financial statements and how these were addressed;
9.1.2 its assessment of the effectiveness of the external audit process, the approach taken to the appointment or reappointment of the external auditor, length of tenure of audit firm, when a tender was last conducted and advance notice of any retendering plans; and
9.1.3 any other issues on which the Board has requested the Committee’s opinion.

9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

9.3 The Committee shall compile a report on its activities to be included in the company’s annual report. The report should describe the work of the audit Committee, including:

9.3.1 the significant issues that the Committee considered in relation to the financial statements and how these issues were addressed;
9.3.2 an explanation of how the Committee has assessed the independence and effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, information on the length of tenure of the current audit firm, when a tender was last conducted and advance notice of any retendering plans; and
9.3.3 an explanation of how auditor independence and objectivity are safeguarded if the external auditor provides non-audit services.

9.4 In compiling the reports referred to above, the Committee should exercise judgement in deciding which of the issues it considers in relation to the financial statements are significant, but should include at least those matters that have informed the Board’s assessment of whether the company is a going concern and the inputs to the Board’s viability statement.

10. Other Matters

The Committee shall:

10.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required;

10.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;

10.3 give due consideration to all relevant laws and regulations;

10.4 be responsible for oversight of the coordination of the external auditor;

10.5 oversee any investigation of activities which are within its terms of reference;

10.6 ensure that a periodic evaluation of the Committee’s performance is carried out; and

10.7 at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

11. Authority

The Committee is authorised to:

11.1 seek any information it requires from any employee of the company in order to perform its duties;

11.2 obtain, at the company’s expense, independent legal, accounting or other professional advice on any matter if it believes it necessary to do so;

11.3 call any employee to be questioned at a meeting of the Committee as and when required; and

11.4 have the right to publish in the company’s annual report, details of any issues that cannot be resolved between the Committee and the Board.

Approved: 8 November 2023

Policy & Guidelines

Purpose

The Nomination Committee is constituted by the Board. Its primary responsibility is to identify and nominate candidates to fill vacancies arising on the Board from time to time. The Committee also keeps under review the balance of skills, knowledge and experience on the Board, monitors and supports senior management succession planning, and makes recommendations to the Board on appointments to the boards of subsidiary companies. 1.

1. Membership

1.1 The Committee shall comprise at least three directors. A majority of the members of the Committee shall be independent non-executive directors.

1.2 Appointments to the Committee are made by the Board on the recommendation of the nomination Committee for a period of up to three years, which may be extended provided the director still meets the criteria for membership of the Committee.

1.3 Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the CEO, other Board members, the People & Culture Director and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

1.4 The Board shall appoint the Committee Chair who should be either the Chair of the Board or an independent non-executive director. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to Chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chair of the Board shall not Chair the Committee when it is dealing with the matter of succession of the Chair of the Board.

2. Secretary

The Company Secretary, or their nominee, shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. Quorum

The quorum necessary for the transaction of business shall be three members.

4. Frequency of meetings

The Committee shall meet at least twice a year and otherwise as required from time to time.

5. Notice of meetings

5.1 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.

5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than three working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.

6. Minutes of meetings

6.1 The Secretary shall minute the proceedings and decisions of all Committee meetings, including recording the names of those present and in attendance.

6.2 Draft minutes of Committee meetings shall be circulated to all members of the Committee in a timely manner. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

7. Engagement with shareholders

The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities. In addition the Committee Chair should seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility where required from time to time.

8. Duties

8.1 The Committee should carry out the following duties:

Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.

8.1.1 Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.

8.1.2 Ensure plans are in place for orderly succession to Board and senior management positions, and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the Board in the future.

8.1.3 Keep under review the leadership needs of the organisation, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.

8.1.4 Keep up-to-date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates.

8.1.5 Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.

8.1.6 Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected. In identifying suitable candidates the Committee shall:

– 8.1.6.1 Consider the use of open advertising, the services of external advisers, and networks to facilitate the search;
– 8.1.6.2 consider candidates from a wide range of backgrounds;
– 8.1.6.3 consider candidates on merit and against objective criteria, having due regard to the benefits of diversity on the Board and taking care that appointees have enough time available to devote to the position.

8.1.7 Prior to the appointment of a director, other significant time commitments should be disclosed and any additional future commitments should not be undertaken without prior approval of the Board. The proposed appointee should also be required to disclose any other business interests that may result in a conflict of interest. These must be authorised by the Board prior to appointment and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation of the Board.

8.1.8 Ensure that, on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

8.1.9 Review the results of the Board performance evaluation process that relate to the composition of the Board and succession planning.

8.1.10 Review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties.

8.1.11 Work and liaise as necessary with other Board Committees, ensuring the interaction between Committees and with the Board is reviewed regularly.

8.2 The Committee shall also make recommendations to the Board concerning:

– 8.2.1 Any changes needed to the succession planning process if desired outcomes have not been achieved.
– 8.2.2 Suitable candidates as new directors and succession for existing directors.
– 8.2.3 Membership of the audit and remuneration Committees, and any other Board Committees as appropriate, in consultation with the Chair of those Committees.
– 8.2.4 The re-appointment of non-executive directors at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of knowledge, skills and experience required.
– 8.2.5 The re-election of directors having due regard to: their performance; how their skills, experience and knowledge are important to the company’s long-term sustainable success; and the need for progressive refreshing of the Board.
– 8.2.6 Any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provisions of the law and their service contract.
– 8.2.7 The appointment of any director to executive or other office.

9. Reporting responsibilities

9.1 The Committee Chair shall report to the Board after each meeting on the nature and content of its discussion, recommendations and action to be taken.

9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed, and adequate time should be made available for Board discussion when necessary.

9.3 The Committee shall produce a report to be included in the company’s annual report describing the work of the nomination Committee, including:

– 9.3.1 The process used in relation to appointments, its approach to succession planning and how both support the development of a diverse pipeline;
– 9.3.2 How Board evaluation has been conducted, the outcomes and actions taken, and how it has influenced or will influence Board composition; and
– 9.3.3 The policy on diversity and inclusion, its objectives and linkage to company strategy.

10. Other matters

10.1 The Committee shall;

– 10.1.1 Have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required.
– 10.1.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
– 10.1.3 Give due consideration to all relevant laws and regulations as appropriate.
– 10.1.4 Ensure that a periodic evaluation of the Committee’s own performance is carried out.
– 10.1.5 At least annually, review the Committee’s terms of reference and recommend any changes it considers necessary to the Board for approval.

11. Authority

The Committee is authorised by the Board to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

Approved: 8 November 2023

The Board

The Board is led by a Non-Executive Chair and comprises a balanced mix of Executive and Non-Executive Directors (one of whom is appointed Senior Independent Director). Having a diverse Board brings robust governance and ensures that different perspectives, insights, and viewpoints are considered in decision making processes.

Each member of the Board recognises their individual and collective duties to stakeholders (including those arising under s.172 of the Companies Act 2006) and is committed to promoting the long-term success of the Company in accordance with its culture, values and behaviours.

There are certain matters which are deemed significant enough to be reserved for only the Board’s decision which are set out in a schedule of Matters Reserved to the Board.

Non-Executive Chair

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

– creating a culture of openness and transparency at Board meetings;
– building an effective Board;
– chairing the Board, its Nomination Committee and General Meetings;
– ensuring all Directors effectively contribute to discussions and feel comfortable in engaging in healthy debate and constructive challenge;
– setting the Board’s agenda in conjunction with the CEO and Company Secretary;
– ensuring all Directors receive accurate, timely and clear information;
– promoting effective communication between Executive and Non-executive Directors;
– ensuring an annual evaluation of the Board is conducted and leading the performance evaluation of the Chief Executive and Non-executive Directors and ensuring that Committee Chairs conduct evaluations of their Committees;
– arranging appropriately tailored induction programmes for new Directors, identifying training and development needs for all Directors where appropriate, and encouraging the continued development of the Directors and the Board as a whole; and
– engaging effectively with shareholders and other stakeholders and ensuring that the Board develops an understanding of the view of stakeholders

Chief Executive Officer

The Group Chief Executive leads the development of strategy and manages all aspects of the performance and management of the Company with day-to-day responsibility for:

– the effective management of the Company’s businesses;
– leading the development of the Company’s strategic direction and implementing the agreed strategy;
– identifying and executing new business opportunities;
– promoting the Company’s culture and behaviours and adhering to the highest standards of integrity and governance;
– managing the Company’s risk profile and implementing and maintaining an effective framework of internal controls;
– developing targets and goals for the executive team and ensuring succession plans for senior management are in place;
– leading in the development of people within the Company;
– ensuring effective communication with shareholders and key stakeholders and regularly updating institutional investors on the business strategy and performance; and
– providing regular operational updates to the Board on all matters of significance relating to the Company’s business or reputation.

Senior Independent Director

The Senior Independent Director responsibilities include:

– providing a sounding board for the Chair;
– acting as an intermediary for the Non-executive Directors, where necessary;
– being available to shareholders should they have any concerns where communication through normal channels has not been successful or where such channels are inappropriate; and
– meet with the Non-executive Directors at least annually when leading the Non-executive Directors 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 develop and refresh knowledge and skills, and being well-informed about the Company;
– playing a leading role in the functioning of the Board Committees; and
– meeting with the Senior Independent Director to review the Chair’s performance and other matters.

Approved: 8 November 2023

The Board has collective responsibility to promote the long-term success of the Company and is accountable to stakeholders for ensuring that the Group is appropriately managed and achieves the strategic objectives it sets, in a way that is supported by the right culture, values and behaviours.

The Board may delegate specific authorities to the Chief Executive Officer or Board Committees. Any such delegation is set out in the delegated authority framework or the Committee terms of reference which are approved by the Board.

The following matters are reserved for the Board owing to their strategic, financial or reputational importance to Group.

Strategy and management

1. Determining the overall strategic aims and objectives of the Company.
2. Establishing the Company’s purpose and values.
3. Providing entrepreneurial leadership within a framework of prudent and effective controls.
4. Monitoring the Company’s culture, ensuring alignment with its values, purpose and

strategy.

5. Monitoring progress of the Company’s decarbonisation and environmental plans.
6. Determining the Group’s policies relating to ESG considerations.
7. Approving the annual budget and business plan, and monitoring performance against these.
8. Oversight of the Company’s operations.
9. Approving the entry into new territories or categories of business or ceasing operations in a particular territory or category of business where significant to the Company.

Board membership and structure (both the Board and subsidiary boards)

10. On the recommendation of the Nomination Committee, determining the structure, size and composition of the Board and its Committees.
11. On the recommendation of the Nomination Committee, appointing, removing and succession planning for members of the Board and its Committees, and reviewing succession planning for Senior Management.
12. Appointing or removing the Company Secretary.
13. Determining the roles and responsibilities of members of the Board (including but not limited to the Non-Executive Chair, Chief Executive Officer and Senior Independent Director).
14. Determining the Company’s diversity and inclusion policy and monitoring progress towards objectives.
15. Approving any Director’s external appointments from time to time.

Remuneration

16. On the recommendation of the Remuneration Committee, determining the policy for the remuneration of the Chair, Executive Directors, Company Secretary and Senior Management.
17. On the recommendation of the Chair and the Executive Directors, approval of the remuneration of the Non-Executive Directors.
18. Approving any share incentive or similar plans (whether or not requiring the approval of shareholders).

Governance

19. Changing these Matters Reserved for the Board.
20. Determining terms of reference for the Board’s Committees.
21. Determining the Company’s delegation of authority framework.
22. Assessing the effectiveness of the Board and its Committees and the performance of individual Directors.
23. Determining the independence (or otherwise) of Directors.
24. Authorising (or otherwise) actual or potential conflicts of interest arising affecting Directors.
25. Understanding the views of, and balancing the interests between, stakeholders and ensuring effective stakeholder engagement.
26. Considering any proposed changes to the Company’s memorandum and articles of association and recommending changes to shareholders.
27. Considering any changes to the Company’s status as an AIM-listed public company.

Structure, capital and financing

28. Changing the Company’s share capital structure, including share issuances (other than in connection with the Company’s share plans) and reductions in capital (through share buy-backs or otherwise).
29. Approving any significant changes to the Group’s corporate structure.
30. Approving acquisitions, mergers, joint ventures or disposals.
31. Approving capital expenditure in excess of £500k.
32. Approving the Company’s treasury policies and principal borrowing facilities.

Financial, reporting and controls

33. Overseeing the Company’s systems of internal control and risk management.
34. Approving interim and full-year results announcements and any trading updates to be published by the Company.
35. Approving the Company’s Annual Report.
36. Determining the Company’s dividend policy.
37. Determining interim dividends and recommending the final dividend for approval.
38. On the recommendation of the Audit Committee, approving any significant changes to accounting practices.
39. On the recommendation of the Audit Committee, appointing or removing the external auditor, conducting any tender processes for the appointment of the external auditor, and determining the remuneration of the external auditor.
40. Approving use of the external auditor for non-audit work.
41. Approving write-downs or accounting adjustments (save for ordinary depreciation) above £500k.

Other

42. Recommending proposals to be considered by shareholders at General Meetings.
43. Approving circulars, prospectuses or listing particulars for publication to the markets.
44. Approving other material regulatory announcements.
45. Approving any significant changes to the Group’s Pension Scheme.
46. Approving any political donations.
47. Approving the Company’s Share Dealing Policy and Code.
48. Approving purchase contracts with a duration exceeding 3 years or with a total potential spend exceeding £5m.
49. Approving professional services contracts with a duration exceeding 3 years or with a total potential spend exceeding £2m.
50. Approving supply contracts with a duration exceeding 3 years or expected to generate revenues exceeding £10m per annum.
51. Approving the commencement or defence of litigation (or other dispute resolution process), or settlement of a claim, with a value above £500k.

Urgent business

52. Where, exceptionally, decisions on matters reserved for the Board are required to be taken urgently between Board meetings, such decisions shall be made a quorum of at least four Directors including (where practicable) the Chair and Chief Executive Officer (and at least one of them), and at least two Non-Executive Directors, and a report of the proceedings shall be circulated to the Board prior to or at the next Board meeting.

Approved by the Board

27 March 2024