AIM Rule 26

The Directors are responsible for maintaining the Company’s systems of controls and risk management in order to safeguard the Company’s assets.

Made Tech operates a risk management framework to identify, manage and monitor risks which affect the delivery of its business model. Risk is a standing item on the board’s agenda with reports provided by the Group’s senior leadership team. In conjunction with these reports, the board assesses the effectiveness of internal control systems designed to safeguard the business, by monitoring financial performance against budgets and updated financial forecasts. A formal review of risk and our risk management strategy can be found on pages 29 to 33 of the Annual Report.

The Company’s board of Directors comprises three Executive Directors and three Non‑Executive Directors. The QCA Code recommends that at least two board members should be Non-Executive Directors who are independent. The Non-Executive Directors are considered independent for the purposes of the QCA Code and accordingly the Company complies with its requirements.

The biographies of the Directors can be found on pages 34 to 35 of the Annual Report and in the board of Directors section of the website. The board is assisted in its duties by the Audit & Risk, Remuneration and Nominations Committees, further information on which can be found on pages 51 and 52 of the Annual Report and on the website under a section titled Corporate Governance.

The Executive Directors work full time in the business and have no other significant outside business interests. The CEO is responsible for managing the Group’s business and operations within the parameters set by the board. The Non-Executive Directors are responsible for bringing independent judgement to the discussions held by the board, using their breadth of experience and understanding of the business. Their key responsibilities are to constructively challenge and contribute to strategic proposals, and to monitor performance, resources and standards of conduct, compliance and control, whilst providing support to executive management in developing the Group. Their time commitment is sufficient for them to perform these responsibilities and details of their external commitments are given alongside their biographies on pages 34 to 35 of the Annual Report.

The board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

The board expects to meet at least eight times a year with additional meetings when circumstances and urgent business dictate, and will be responsible for strategy, oversight of the Company’s activities and reviewing the framework of internal controls.

Briefing papers are distributed to all Directors in advance of board and Committee meetings and all Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that board procedures are followed, that each Director is at all times provided with such information as is necessary for them to discharge their duties and that applicable rules and regulations are followed, in accordance with the QCA Code.

Attendance information on Group board meetings can be found in the board of Directors section on page 34 of the Annual Report. 

Attendance information on Committee meetings can be found in the Remuneration Report on page 44 and the Audit & Risk Committee Report on page 48 of the Annual Report.

Information on each board member including their experience, skills and qualities they bring to the board is set out on pages 34 to 35 of the Annual Report and on the website under board of Directors.

The Directors are satisfied that the balance of Executive and Non-Executive Directors is appropriate and that no individual or group may dominate the board’s decisions. The board considers that each of the Directors has the experience and knowledge to constructively challenge the Group’s strategy and to provide the necessary guidance, oversight and advice to enable the board to operate effectively. The Group believes that the current balance of skills in the board as a whole reflects a very broad range of commercial and professional skills. The Chair and other Non‑Executive Directors communicate with each other as necessary and meet, informally, without the presence of the Executive Directors from time to time during the year. Additionally, they each maintain ongoing communications with Executives between formal board meetings.

In addition to their general board responsibilities, Non-Executive Directors are encouraged to participate in other Group meetings or in matters when their individual areas of expertise may be of value. 

The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Company’s other advisers where relevant, as well as helping the Chair to maintain excellent standards of corporate governance.

The Executive Directors are subject to the Company’s performance and development review process through which their performance against predetermined objectives is reviewed and their personal and professional development needs are considered. The Directors are encouraged to raise any personal development or training needs with the Chair. 

The Non-Executive Directors have a breadth and depth of skills and experience across many different sectors enabling them to provide the necessary guidance, oversight and advice for the board to operate effectively. 

In order to keep Director skill-sets up to date, the board uses third parties to advise the Directors of their responsibilities including receiving advice from the Company’s external lawyers and Nominated Adviser. Board composition is always a consideration in relation to succession planning. The board will consider any board imbalances for future nominations, including board independence and gender balance.

All board appointments are made after consultation and detailed due diligence is carried out. The board will consider using external advisers to review and evaluate the effectiveness of the board and Directors in future to supplement its own internal evaluation processes.

In May 2023, the board performed an internal formal evaluation of its performance in its first full year as a listed company. The review comprised:

• the completion of a comprehensive questionnaire by all board members covering the effectiveness of the board performance as a unit, as well as that of its Committees and the individual Directors. This covered assessment against both “Composition and Process” criteria and “Behaviours and Activities” criteria; and
• a board discussion facilitated by the Non-Executive Chair of the outputs of the questionnaire.

These results are being used as a benchmark for the board and will be reviewed again on a regular basis. The process identified some areas for development and recommendations to be progressed in FY24 and FY25, including in the context of the Group’s growth ambitions, adopting a longer-term outlook to the consideration of, and detailed planning around, future board size and composition, and mix of skills, experience, knowledge and diversity of the board.

The board is mindful that the tone and culture set by the board will impact many aspects of the Company and the way that stakeholders behave and form views.

The Company recognises the importance of establishing a culture of ethical behaviour and applies these standards to all dealings with employees, clients and other stakeholders. Accordingly, Made Tech has developed an ethics policy to ensure that its business is conducted with high ethical and legal principles and sets standards of professionalism and integrity for all employees and Group-wide operations.

The board has adopted an Anti-Bribery and Corruption Policy consistent with the requirements of the UK Bribery Act 2010 and Modern Slavery Policy. Compliance with the policy will be regularly reviewed at board meetings.

The board of Directors is responsible for the determination of the investment decisions of the Company and for its overall supervision and the objectives it has set out. The board is also responsible for the Company’s day-to-day operations.

The Company has established Remuneration, Audit & Risk, Nomination and ESG Committees. Further details are set out above.

The Chair is responsible for leading an effective board, fostering a good corporate governance culture, maintaining open communications with the major shareholders and ensuring appropriate strategic focus and direction.

The Chief Executive Officer has overall responsibility for managing the day-to-day operations of the Company and the board as a whole is responsible for implementing the Company’s strategy.

The board is committed to maintaining effective communication and having constructive dialogue with its shareholders. 

The Company has established and intends to build ongoing relationships with both its private and institutional shareholders (through meetings and presentations) as well as institutional analysts, and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. The Company communicates progress with shareholders and stakeholders throughout the year by publishing announcements via a Regulatory Information Service and its Annual and Interim Report and Accounts (including the Section 172 Statement), and through update meetings as necessary. 

The Group’s website is kept up to date with appropriate governance material, and contains details of relevant developments, press and corporate news and presentations.