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 reviews 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 will be carried out at least on an annual basis and a summary thereof will be included in the Annual Report which will be available on the Company’s website.

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 are included in the Board of Directors section of the website and are included in the Company’s Annual Report. The Board is assisted in its duties by the Audit and Remuneration Committees, further information on which can be found on page 42 and 48 of the Company’s Annual Report and under this Corporate Governance section.

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 page 34-35 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 for 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, 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 42 and the audit 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. All Directors were given AIM Rules and Directors’ responsibilities training as part of the IPO process.

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 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 NOMAD 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 have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in the future to supplement its own internal evaluation processes.

The Board intends to carry out a self-evaluation of its performance in FY23 with a view to setting objectives for the Board for the future and identifying any areas where professional advice should be sought. In subsequent years a review of Board performance will from time to time be externally facilitated. On an ongoing basis, the Board reviews the level of achievement of the executive directors compared with their objectives, assessing their contribution to Company performance and re-appraising future objectives on an annual basis.

The Board reviews the time commitment of non-executives and their re-appointment having regard both to their ability to commit the necessary time to the role, the skills, knowledge and experience required as well as making an assessment of their continuing independence.

The board is mindful that the tone and culture set by the Board impacts 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 to all employees and Group-wide operations.

The Board has adopted a Bribery and Corruption policy consistent with the requirements of the UK Bribery Act 2010. Compliance with the policy is 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, Nomination and ESG committees.

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 shareholder 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.