We believe the future is increasingly clear and our strategy, portfolio, capabilities and approach to social value position us to play an important role in meeting the twin objectives of an accelerated energy transition, and continued economic development and improvement in living standards.
The Board of Directors of Tribe Tech Plc is committed to the highest standards of corporate governance. This is embedded in the Group’s culture and reflected in its strategy. We believe it is essential to creating a sustainable, growing business.
The Company follows the principles as set out in the Corporate Governance Code for Small and Mid-Size Quoted Companies from the Quoted Companies Alliance (“the QCA Code”) so far as it is appropriate for a company at the size and stage of development of the Company.
The QCA Code is a set of corporate governance guidelines published by the Quoted Companies Alliance, which includes a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters.
Like all aspects of the QCA Code, addressing the disclosure requirements is not approached as a compliance exercise; rather it is approached with the mindset of explaining and demonstrating the Company’s good governance to external stakeholders.
Details as to how the Company addresses the key governance principles defined in the QCA Code are set out here and have been approved by the Company’s Board of directors.
Last updated: 4th September 2023
Principle 1: Establish a business strategy and business model which promote long-term value for Shareholders
The Company’s business model and strategy is set out in Part I of this document. The Directors believe that the Company’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Company.
The principal risks facing the Company are set out in Part II of this document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, including implementing a risk management framework.
Principle 2: Seek to understand and meet Shareholder needs and expectations
The Board recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with investors and potential investors to assist it in developing an understanding of the views of its Shareholders. Prior to Admission, the Directors undertook an investor roadshow which has informed the Company as to its Shareholders’ expectations following Admission.
There will be an active dialogue maintained with Shareholders. Shareholders will be kept up to date via announcements made through a regulatory information service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a regulatory information service and in accordance with its obligations under the AIM Rules for Companies and the UK Market Abuse Regulation (“UK MAR”), for which it has adopted appropriate policies to ensure compliance.
In due course following Admission, the Company’s annual report and notice of annual general meeting (“AGM”) will be sent to all Shareholders and will be available for download from the Company’s website. Shareholders are encouraged to attend the AGM to express their views on the Company’s business activities and performance and provide an opportunity to ask questions during the formal business or, more informally, following the meeting. The Company will adopt a hybrid format for the AGM, allowing attendance remotely as well as in person. This approach recognises that shareholders may be widely dispersed meaning no single physical venue will be convenient or accessible for everyone and the Company wants to encourage the maximum participation of its shareholders.
The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the Company intends to engage with Shareholders who do not vote in favour of resolutions at AGMs.
All contact details for investor relations are included on the Company’s website.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, and customers as part of its business strategy. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-to-day running of the business.
The Company’s operations are located in Northern Ireland and Australia and local directors and managers will provide a first point of contact for stakeholders to receive information on the Company’s activities and provide feedback on any issues or concerns they may have.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The principal risks facing the Company are set out in Part II of this document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the annual report and accounts going forward. The Board has overall responsibility for the determination of the Company’s risk management objective and policies and has also established the Audit and Risk Committee with membership and responsibilities that follow the recommendations of the QCA Code.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair
On Admission, the Board will comprise three Executive Directors and four Non-Executive Directors, including the Chair. The biographies of the Directors are set out in paragraph 12 of Part I of this document. The Board considers that it combines a blend of sector and market expertise, with an effective Executive Management team and appropriate oversight by independent Non-Executive Directors.
The Company is satisfied that the current Board is sufficiently resourced to effectively discharge its governance obligations on behalf of all its shareholders and other stakeholders in the Company.
The Board will meet regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit and Risk Committee and the Remuneration Committee. The Company has not yet established a Nomination Committee and the functions of this Committee, as described in the QCA Code, will be performed by the whole board at this stage of the Company’s development to ensure the full range of views on any future additions are taken into account. The QCA Code recommends that the Board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent.
The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Excluding Mike Irvine, three of the Non-Executive Directors are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board. None of these three Directors are employees, have significant business relationships with the Company, or are significant shareholders in the Company.
Principle 6: Ensure that between them the Directors have the necessary up to date experience, skills and capabilities
The skills and experience of the Directors are summarised in their biographies set out in paragraph 12 of Part I of this document.
The Directors believe that the Board has a balance of sector, financial and public market skills and experience appropriate for the size and stage of current development of the Company and that the Board has the skills and requisite experience necessary to execute the Company’s strategy and business plan whilst also enabling each director to discharge his or her fiduciary duties effectively. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to develop the Company. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically.
While the Board has not yet adopted any formal policy on gender balance, ethnicity or age group, it is committed to fair and equal opportunity and fostering diversity subject to ensuring appointees are appropriately qualified and experienced for their roles. The Company retains the services of independent advisors including financial, legal, and investor relations advisers that are available to the Board and who provide support and guidance to the Board and complement the Company’s internal expertise. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s solicitors have considered and approved appropriate codes and policies in respect of continued compliance with, inter alia, UK MAR.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Directors will consider the effectiveness of the Board, the Audit and Risk Committee, the Remuneration Committee, and the individual performance of each Director. The outcomes of performance will be described in the annual report and accounts of the Company.
The Board considers that the corporate governance policies it has currently in place for Board performance reviews are commensurate with the size and development stage of the Company. As the Company grows, the Board, will re-consider the need for Board evaluation.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Board and is considered and discussed at Board meetings. The Board is aware that the culture its sets through communication and by example has an impact in all aspects of the Company and the way that employees behave. The Board promotes a culture of integrity, honesty, trust and respect with all employees of the Company expected to operate in an ethical manner in their internal and external dealings.
The employee handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Company, and for ensuring that such values and behaviours guide the objectives and strategy of the Company. A formal Code of Business Conduct has been adopted to bring together the individual policies and emphasise their individual and collective contribution to the ethical way in which the business is operated. The Company also has an established code for directors’ and employees’ dealings in the Company’s securities which is appropriate for a company whose securities are traded on AIM, and is in accordance with Rule 21 of the AIM Rules and fully compliant with UK MAR.
The Directors believe that a long-term sustainable business model is essential for discharging the Board’s responsibility to promote the success of the Company, its employees, shareholders and other stakeholders of the business. In considering the Company’s strategic plans, the Directors proactively consider the potential impact of its decisions on all stakeholders within its business, in additional to considering the broader environmental and social impact as well as the positive impact it can have within the local communities in which the Company operates.
The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Company and supply chain.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
The roles of Chair and Chief Executive Officer are split, and Charlie King is Chief Executive Officer who, supported by the other executive Directors, is responsible for the operation of the business and delivering the strategic goals agreed by the Board. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions and are all considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.
The Board is supported by the Audit and Risk Committee and Remuneration Committee, further details of which are set out in paragraph 20 of Part I of this document. There are certain material matters which are reserved for consideration by the full Board and these are formally recorded. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties.
The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders
Responses to the principles of the QCA Code and the information that will be contained in the Company’s annual report and accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the annual report and accounts as well as its half year report are key communication channels through which progress in meetings the Company’s objectives and updating its strategic targets can be given the Shareholders following Admission.
Additionally, the Board will use the Company’s annual general meetings as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Company and its progress.
The Company’s website in compliance with the AIM Rules, www.tribetechgroup.com, will be updated on a regular basis with information regarding the Company’s details of relevant developments, regulatory announcements, financial reports and Shareholder circulars.
All contact details for investor relations are included on the Company’s website.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Preeti Mardia and its other members are Timothy Langmead and Michael Irvine, both of whom are non-executive directors. The Chairperson and the Chief Financial Officer will attend certain audit and risk committee meetings as observers. The Committee is expected to meet formally at least three times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed. Its role also includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and advising on the appointment of external auditors.
The Remuneration Committee is chaired by Timothy Langmead and its other members are Michael Irvine, Preeti Mardia and Caroline Bault, all of whom are non-executive directors. Eric Hampel, the CFO, will attend as observer when required. The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee shall determine and agree with the Board the framework or broad policy for the remuneration of the Company’s chair, the executive directors, the Company Secretary (where employed by the Company) and those senior executives within the remit of the Remuneration Committee, including pension rights and compensation payments. The remuneration of non-executive directors shall be a matter for the Board. No director or Senior Executive shall be involved in any decisions or discussions as to their own remuneration.