CORPORATE Governance
Chairman’s Introduction
“Strong corporate governance has always been a cornerstone of the way CAML operates. This has been developed over a period of years and continues to be enhanced as opportunities arise.
“Given the size and nature of Central Asia Metals PLC (‘the Company’ or ‘CAML’) the Board has adopted and applies the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (the ‘QCA Code’) and has incorporated a set of robust principles based on its guidelines into our corporate governance procedures.
“It has been our underlying commitment to ‘do the right thing’ that has driven our focus on this area even before the QCA Code applied. This underlying commitment extends across the way CAML operates from our transparency with shareholders and other stakeholders, to our commitment to health and safety, and environmental protection in our operations. This is key to protecting and building shareholder value and stakeholder interests over the long term. It informs our determination of strategy, monitoring of its implementation and reporting on our work. Furthermore, and importantly, it enables us to hold ourselves accountable for these fundamental responsibilities..
“In structuring its governance framework, CAML takes guidance from the principles of the QCA Code. Maximising the value of our current assets and appraising opportunities for future growth have always been key long‑term aims of the Group. Key decisions regarding these are taken by the Board as part of its overall responsibility for strategy .
“The Board is supported by five principal Committees, specifically the Sustainability, Audit, Nomination, Remuneration and Technical Committees. These standing Committees focus on the five areas of the Group’s operations that the Board views as having key importance to the Group’s shareholders and other stakeholders. Along with its Committees, the Board also monitors, implements, encourages and, where appropriate, challenges their implementation.
Our governance arrangements are summarised below:
A strong independent representation on the Board with five independent Non-Executive Directors, supported by its five principal Committees:
- Although not a QCA Code requirement, the Company has a long-established Sustainability Committee, chaired by Dr Gillian Davidson, as this is an area the Board views as critically important to the way CAML operates. This Committee’s members are three of our Non-Executive Directors and closely involves members of the senior management team, including our Head of Sustainability and Senior Sustainability Adviser. The Sustainability Committee provides guidance on integrating both business and sustainability priorities so that the Company can thrive. Our environmental, health and safety, community, people and governance strategies are integral components of our sustainability strategy and the Committee’s work supports the development of these strategies. This enables us to maintain our strong focus on our people, their health and safety, environmental matters, and the local communities in which the Group operates.
- The Committee is responsible for the review of the Group’s corporate ESG performance, in particular, in relation to governance.
- An Audit Committee consisting of four independent Non-Executive Directors and led by Alison Baker as its Chair. The Audit Committee assists the Board in its oversight of the Company’s financial reporting, regulatory compliance and internal controls. It also oversees risk management and is supported in this by the work of the Group Risk Committee comprised of senior executive management. The Committee’s oversight of risk matters includes receiving reports from management on key business, operational and sustainability risks. In addition, the Audit Committee reviews, on a regular basis, the independence, objectivity and effectiveness of the external Auditors.
- A Nomination Committee chaired by me, Nick Clarke. The members of this Committee are the Company’s five independent Non-Executive Directors. The Nomination Committee leads the process and makes recommendations to the Board in relation to the appointment of new Directors, annual re-appointment of existing Directors and membership of the Board’s Committees. It also reviews the composition and structure of the Board with regard to Director independence, and evaluates the balance of skills, strengths, diversity, knowledge, experience and tenure of the Directors. The Committee reports on the annual internal review process for evaluating the Board’s performance and effectiveness and assists the Board with its progressive refreshment and ongoing succession planning.
- A Remuneration Committee led by Mike Prentis comprising solely independent Non-Executive Directors. The Remuneration Committee determines the remuneration of our Executive Directors, oversees the remuneration of our senior management, and approves awards under the Company’s Long-Term Incentive Plan. In doing so, it ensures our incentive schemes are aligned with our business and sustainability priorities.
- Management in the Group also benefits particularly from the expertise and guidance provided by our Technical Committee which was established in 2022. Chaired by Roger Davey, this Committee comprises Non-Executive Directors. Our Executive Directors and site General Directors also attend meetings as and when appropriate. Though not a decision-making Committee, the Technical Committee provides support in the review of major projects. It also works with the other committees where its expertise is beneficial.
“The five principal Committees as described above support the Board in ensuring the relevant level of focus on their specific areas of responsibility and each have their own terms of reference which provide the necessary authorities for them to operate as they consider appropriate. Each Committee reports to the Board through its respective Chair, providing invaluable contributions to the Board’s effectiveness through their work.
“The QCA Code consists of ten principles which promote medium to long-term value for shareholders and other stakeholders, building on the enterprising spirit in which CAML was created and continues to operate today. The ways in which CAML has applied the QCA Code are detailed below, and annual updates on our compliance with the QCA Code will be provided.”
NICK CLARKE, NON- EXECUTIVE CHAIRMAN
PRINCIPLE 1. ESTABLISH A STRATEGY AND BUSINESS MODEL WHICH PROMOTES LONG-TERM VALUE FOR SHAREHOLDERS
The Board works as a cohesive team paying keen attention to the Company’s purpose and strategy of long-term growth for shareholders and other stakeholders.
The Company generates value for its shareholders through the mining and extraction of saleable metal products at its two sites, Kounrad, the copper operation based in Kazakhstan; and Sasa, the zinc, lead, and silver mine based in North Macedonia. The Company also seeks to generate value through the identification of accretive business development opportunities.
CAML’s purpose as a diversified resources company is to produce base metals which are essential for modern living, profitability in a safe and sustainable manner for all our stakeholders. The immediate strategic objectives of sustainability, low costs and high margins, and prudent capital allocation are underpinned by our longer-term ambition of growth through acquisition.
Base-metals prices were quite volatile during 2024, with copper reaching record highs in May and zinc peaking in October, before retreating somewhat towards the end of the year. Prices remained volatile into 2025 in the face of macroeconomic uncertainty. The Group continued to focus on maximising value from Sasa and Kounrad and believes that this continues to be achieved. Operations will continue to be optimised, with a focus on controlling cash costs of operation and maximising efficiencies to ensure safe and sustainable operations for the long term. Kounrad 2024 copper production achieved a level towards the middle of the guidance range given at the start of that year, and Sasa 2024 production was fractionally below the lower end of its guidance range. The Company ended 2024 with a strong balance sheet, comprising $67.6m in cash at the bank and no debt.
The Company’s aim is to strike the right balance for shareholders in terms of capital allocation. The Company has become known for continuing to pay sector-leading dividends and remains mindful of the challenges of scale and liquidity, so keeps a watchful eye on potential growth opportunities. Including the final dividend paid in May 2025, the Company has delivered shareholder dividends of approximately $380 million since its Initial Public Offering in 2010.
At Kounrad, there were approximately 85,000 tonnes of recoverable copper at the end of 2024, which should ensure a life of operation to 2034. Sasa has probable reserves and inferred resources to support the operation until 2039.
A summary of the Company’s strategic objectives can be found on pages 6-7 and 39-43 of the 2024 Annual Report.
PRINCIPLE 2. PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS
Commitment to good corporate governance in the boardroom is a key part of setting and maintaining an appropriate culture to advance our purpose and achieve our strategic goals. This culture supports our sound ethical values and promotes behaviours aligned with these.
The Board and its Committees lead by example and set the tone for, and promote a healthy culture of, openness, honesty, engagement, inclusiveness and respect throughout the Group and with all of its stakeholders. The Board welcomes an open dialogue with all stakeholders, be they investors, employees, governmental authorities or local communities. Decisions made by the Board collectively, supported by management, are taken in the context of this shared sense of purpose, reinforced by the emphasis on culture throughout the entire organisation. Some particular areas of focus are shown below.
Communications: we highlight the importance of communication and the flow of information throughout the Group to ensure consistency in our procedures. Our Group People Manager regularly undertakes exercises on site to revisit the Company’s values ensuring these align with our Group commitments.
Local community: as a Company, we are sensitive to, and educate ourselves on, the cultural norms of our local communities with whom we have strong relationships. We listen and interact effectively and provide strategic and long-term support to these communities where we can. Care is taken to train, develop and hire local talent, and to ensure our employees are treated fairly.
Site visits: one of the most effective ways the Board can monitor culture throughout the Group is to visit site and interact with members of the workforce and local community. Our annual Board visits to site are immersive and take place over the course of a week. As part of the itinerary, Directors attend both formal meetings and more informal social events with local employees.
Company Policies: we also maintain strong internal policies established to provide guidelines and best practices for the Group, including those relating to health and safety, environmental matters, anti-bribery, share-dealing, the modern slavery, human rights, our code of conduct and whistle-blowing. These policies facilitate transparency and responsibility and are implemented by our teams and regularly reviewed.
The policies are available here: Company Policies. The Board promotes and monitors the corporate culture of the Group with the support of the Sustainability Committee and the Group People Manager.
PRINCIPLE 3. SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS
The Board is cognisant of the expectations of all elements of the Company’s shareholder base. We have embedded into our culture as a Group that maintaining a regular, open and active dialogue with our shareholders and other stakeholders plays an essential part in building a mutual understanding of views and ensuring the long-term success of the Company.
It is important that our shareholders and other stakeholders have clear points of contact when seeking to engage with the Company. Although most contact with the Company’s institutional investors is with the Executive Directors, feedback from shareholders and other stakeholders is also communicated to, and discussed with, the other Board members. Our Senior Independent Director, Mike Prentis, is also available as an additional point of contact for shareholders. Given his background and substantial experience as an investor, Mike is ideal for this position. In addition, we have an Investor Relations Manager, responsible for Investor Relations and external communications.
As well as the shareholder liaison contacts mentioned above, all Directors are also available to meet with investors where requested and all shareholders also have the opportunity to attend and ask questions in relation to matters at the Company’s Annual General Meeting (AGM). The Board welcomes the opportunity to understand the motivations behind voting decisions, as well as the ongoing feedback from our shareholders and other stakeholders, as this plays an important part in ensuring our long-term success and, as a Company, we continue to explore new ways to engage with them.
Where appropriate, the Company also engages with its key shareholders on specific governance matters. The Board appreciates the opportunity to develop an understanding of the needs and expectations of shareholders as well as the reasons behind any particular voting decisions. Details of this, and our other stakeholder engagement activities during 2024, are set out in the table on page 66 and in our s172 and stakeholder engagement statement on pages 27 to 29 of the 2024 Annual Report.
PRINCIPLE 4. TAKE INTO ACCOUNT WIDER STAKEHOLDER INTERESTS INCLUDING SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES, AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS
Our purpose is to produce base metals essential for modern living, profitably in a safe and sustainable manner for all our stakeholders. This purpose is underpinned by our culture and values which promote the appropriate behaviours and set standards aligned with these. This purpose-driven approach determines how the Company identifies and delivers its immediate and long-term strategic objectives, and responsibly generates sustainable, long-term returns for all its stakeholders.
The Board and its Committees consider the potential impact of decisions on relevant stakeholders whilst also having regard to a number of broader factors, including the need to foster the Company’s business relationships with suppliers, customers and others. Particular consideration is given to the impact of the Group’s operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term.
Further details are set out in the s172 statement on pages 27 to 29 of the 2024 Annual Report. In this statement the Company identifies each of its key stakeholder groups, give an overview of how we engage with them, and the issues raised through this engagement.
In particular, the Sustainability Committee supports the Board as it seeks to build good relationships with stakeholders including workforce, local communities, investors, suppliers and customers, non-governmental organisations and governments, and continuously aims to understand their needs, interests and expectations recognising this plays an essential part in ensuring the long-term success of the Company. Where appropriate we implement the findings of this invaluable engagement and take feedback into consideration in our decision-making process. Board members are also available as appropriate. Details of stakeholder engagement activities during 2024 can be found on pages 64 and 66 of the 2024 Annual Report.
As mentioned above, our Sustainability Committee plays a very important role in assisting and supporting the Board in its stakeholder relations by ensuring that its strong sustainability foundations are integrated into, and aligned with, the Company’s strategy and values. As a Company, one of our core values is our responsibility for sustainable development and we endeavour to ensure this is fully integrated within our operations. The Group places a strong focus on community, health, education and training, and long-term socio-economic development in such projects, in partnership with local organisations.
Our 2024 Sustainability Report was published in Q2 2025 and is available on the Company’s website. This provides a comprehensive overview of our ongoing sustainability approach and took into account the findings of the materiality assessment of sustainability topics for both of the Group’s operations conducted during 2024 through an independent stakeholder engagement process (CAML’s second such survey). As a Group, our achievements in terms of corporate social responsibility, particularly in relation to our ongoing partnership with the communities in which we work, is something of which we are proud.
A more detailed summary of sustainability matters in the Group is given in on pages 20 to 30 and 67 to 70 of the 2024 Annual Report and, as mentioned above, in our separate Sustainability Report.
PRINCIPLE 5. EMBED EFFECTIVE RISK MANAGEMENT, INTERNAL CONTROLS AND ASSURANCE ACTIVITIES, CONSIDERING BOTH OPPORTUNITIES AND THREATS THROUGHOUT THE ORGANISATION
The Board has ultimate responsibility for risk management. The Audit Committee assists the Board in the fulfilment of its responsibilities by monitoring this key area on its behalf, including overseeing key areas such as financial reporting and regulatory compliance, risk management and the internal control environment. This essential work ensures the effectiveness of the Group’s internal controls and integrity of its financial statements. The Audit Committee also oversees the activities of management’s Group Risk Committee (GRC). The GRC, comprising senior executive management, reports to the Audit Committee on principal and emerging risks, including financial, operational and sustainability risks within the Group and meets on a quarterly basis.
During the year, as well as regular scheduled Audit Committee meetings, an additional risk-focused meeting was held to ensure this critical area received the necessary time and attention required. At this risk-specific meeting, the Audit Committee conducted an in-depth review of the Group’s principal risks and progress of risk mitigation measures, including new and emerging risks.
The Head of Risk and Internal Controls organises and attends the quarterly meetings of the GRC and any risk-specific Audit Committee meetings to ensure continuity between the work of the GRC and the Audit Committee. The Head of Risk and Internal Controls and other Group Risk Committee members report on progress to the Audit Committee towards efficient and effective management of the risks that are relevant to the Group’s business. From time-to-time, Audit Committee members also attend meetings of the GRC.
At its regular meetings, the GRC ensures that risk management is addressed in an orderly and systematic way, and that key risks identified are brought to the attention of the Audit Committee. The Audit Committee actively reviews the risk register, and assesses the actions being taken by senior management to monitor and mitigate the risks. Management is responsible for bringing particularly significant risks, as appropriate, to the Board, which are then considered under a standing agenda item at each main Board meeting.
How we identify and manage risks can be found on pages 44 to 51 of the 2024 Annual Report. This includes CAML’s risk management process and its framework, its risk appetite, updates on principal risks, and uncertainties and emerging risks.
Risk appetite was an area of increased focus with discussions both at Board and at Committee meetings during 2025. As part of our ongoing commitment to enhancing our risk governance, during the year we conducted an internal review and assessment of our risk appetite, and reconfirmed that the Company’s risk appetite remains consistent with the previously defined parameters, and prioritising minimal risk appetite for health and safety, environment and community. CAML’s risk governance and processes support the Board’s assessment of business development opportunities and prospects, with consideration of future viability and resilience. The appropriate level of risk appetite would be applied to various matters, including financial, social, environmental and operational aspects such as production. Consideration would be given to whether those levels of risk could be appropriately mitigated and managed. Where such opportunities present unacceptable risks, these would not be pursued further, unless their risk profile might change.
The Audit Committee also monitors and reviews the effectiveness of the Group’s internal control systems and considers that the existing level of internal controls is appropriate, effective and adequate for the size and operations of the Group.
Key areas of this include the following.
- Budgeting and long-term forecasts – as part of the Committee’s review of management’s going-concern and impairment assessments, it reviews the adequacy of both the budgeting and long-term forecasting processes and procedures.
- Management reporting – on a monthly basis, the Committee monitors the Group’s financial performance and strength against the budget or latest forecasts, and reports to the Board formally once a quarter.
- Internal Audit – the Group does not have an internal audit function. For the size of the Group, the Committee believes that the existing internal controls and work conducted by the Group Head of Risk and Internal Controls are adequate in the circumstances.
- Monitoring and assurance – regularly monitors internal controls through external audit and reviews conducted by the Group Head of Risk and Internal Controls as well as third-party assurance work.
- The Group does not have a dedicated internal audit function and this is reviewed each year. The Group has appointed a Head of Risk and Internal Controls, who is progressing the formalisation and documentation of the existing internal control procedures.
The effectiveness of internal controls is periodically reviewed by, or is under the supervision of, the Head of Risk and Internal Controls. Where appropriate, the Group engages third-party assurance work in specialist areas such as information technology reviews.
A three-year risk and internal control review plan is in place, through to the end of 2025 , to best utilise the work and oversight of the Board, Committees and external consultants for various tasks and assurance. The plan encompasses reviews across various processes, including operational and supporting processes, governance and compliance, capital projects and business development activities. This plan enables effective risk management and internal controls to be incorporated into all aspects of the
business and operations, ensuring the Group’s ability to execute and deliver on CAML’s purpose and strategy. The Audit Committee monitors progress against the plan.
PRINCIPLE 6. MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR
The Board of Directors, led by the Non-Executive Chairman, Nick Clarke, defines the purpose of the Group and determines the appropriate strategy for its delivery. The Board is also responsible for making key decisions in relation to the following: financial planning; reviewing financial performance and operational matters; setting the cultural tone for the Group and ensuring its values are upheld; the Company’s governance framework; investments and Director appointments. The Board considers this role as critical to the Group to maximise success in its business, and to the Company in delivering value to shareholders and other stakeholders. The Board also recognises that it has a collective responsibility and legal obligation to promote the interests of the Company, including being collectively responsible for defining corporate governance arrangements.
The Chairman leads on governance matters, actively seeking input from the other Non-Executive Directors where appropriate.
CAML has a diverse Board, constituted as follows:
- Non-Executive Chairman, Nick Clarke
- Two Executive Directors: Gavin Ferrar and Louise Wrathall.
- Six Non-Executive Directors, five of whom are considered fully independent: Dr Mike Armitage, Alison Baker, Roger Davey, Dr Gillian Davidson and Mike Prentis ; and one non-independent: Nigel Robinson.
- The Board offers a wealth of expertise, depth of knowledge and wide range of experience in the mining industry, in financial and operational aspects of the Group’s businesses, in public markets and in operating across different geographies around the world.
The Board is mindful of ensuring that the appropriate level of independence within its members is maintained. During the year, the Board assessed the independence of each of its Non-Executive Directors and is sensitive to real and perceived impediments to this aim. Consideration was given to the Directors’ characters, judgement, length of tenure, and any business and other relationships which could materially interfere with the exercise of their judgement or their ability to effectively discharge their duties.
The Board believes that the combination of independent Non-Executive Board members together with the Company’s highly experienced Chairman, Executive Directors and other Non-Executive Director, ensures a good balance of views, personal qualities, wide-ranging skills and a great depth of experience within the Board.
The members of the Board share collective responsibility for its effectiveness. There is an appropriate balance of influence within the Board which, as a result, is not dominated by one person or group of individuals. The independent Non-Executive Directors constructively challenge the Executive Directors, and the resulting Board debates are always robust and sometimes lively. The open and direct forum for discussions during meetings ensures appropriate decisions are reached by the Board collectively in alignment with the core values of the Company.
PRINCIPLE 7. MAINTAIN APPROPRIATE GOVERNANCE STRUCTURES AND ENSURE THAT, INDIVIDUALLY AND COLLECTIVELY, DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES
As well as our highly experienced Non-Executive Chairman and two Executive Directors, we have strong independent representation on the Board with six Non-Executive Directors. The Board is comprised of a diverse group of experienced Directors, both from the UK and abroad, each with a wealth of expertise and a depth of knowledge. Many have worked across a variety of jurisdictions and have extensive business and financial experience in the sector in which the Group operates. This ensures that each member of the Board is able to contribute fully to the effectiveness of the Board as a whole. In doing so, all Directors have collective responsibility for promotion of the interests of the Company, participation in its decision making, and in the definition and setting of its governance arrangements. This helps the Company to maximise long-term performance, sustainable growth and value in the business for its shareholders and other stakeholders in the long term.
The Board has an appropriate balance of skills and draws on each Director’s unique skill set, socio-economic and educational backgrounds, diverse personal attributes and perspectives. It also benefits from their wide range of experience in the mining industry, in the financial and operational aspects of the business, in public markets and in different geographies around the world. For further information on the key strengths, composition and diversity of the Board, see pages 61 to 62 and 75 respectively of the 2024 Annual Report.
Biographical details of the Directors on the Board can be found here: About – Directors and on pages 56 to 58 of the 2024 Annual Report.
On appointment to the Board, a new Director receives a comprehensive induction to familiarise him or herself with the Company and its business. All Directors have unrestricted access to, and receive regular updates from, management which enables them to keep abreast of latest developments. Directors have ongoing access to resources as appropriate for the updating of their skills and knowledge.
All Directors also have access to the Company Secretary who acts as secretary of the Board and its Committees, reporting directly to the respective Chairs to provide support as appropriate and ensure appropriate governance procedures are followed.
All Directors are also able to seek advice from the Company’s external advisers if they wish. The role of the Auditors is explained in more detail in the Audit Committee Report on pages 71 to 73 of the 2024 Annual Report.
In line with the QCA Code, the Board is supported by the Audit, Nomination and Remuneration Committees. Although not a QCA Code requirement, the Company’s governance structure also includes a Sustainability Committee and a Technical Committee. These standing Committees focus on the five areas of the Group’s operations which the Board views as having key importance to the Group’s shareholders and other stakeholders. Further details on the roles of each of these Committees are set out in the Governance Report commencing on page 52 of the 2024 Annual Report.
The Board takes corporate governance very seriously and is committed to ensuring that its procedures are robust, kept up to date and appropriate for a company of CAML’s size. The Board reviews its procedures periodically to ensure that they evolve as the business grows. The Board’s Committees assist the Board in ensuring the relevant level of focus on their specific areas of responsibility, and each has its own terms of reference which provide the necessary authorities for it to operate as it considers appropriate. Each Committee reports to the Board through its respective Chair, providing invaluable contributions to the Board’s effectiveness through its work. The terms of reference for each of the Committees are available here: Committees..
PRINCIPLE 8. EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT
In line with the QCA code, the Nomination Committee, led by Nick Clarke as Chairman, has carried out evaluations of the effectiveness of the Board on an annual basis. These reviews consider the effectiveness of the Board as a unit, its Committees and of the individual Directors, including the Chairman. In doing so, each review also takes into account the outcomes of the previous year’s review. Progress against previously agreed actions is monitored to ensure actions are implemented in areas identified for improvement through to their conclusion and their outcomes reported on. The review process enables us to set objectives and identify areas for continued focus in the coming year. We believe the evaluation process should continually evolve, and as implementation of actions resulting from this process can often span more than one year, this cycle varies as appropriate. Following this pattern also ensures the process remains fresh and effective.
The diagram below shows the cycle of our internal effectiveness review:
In line with the QCA Code, the Board’s review of performance was based on clear and relevant objectives, seeking continuous improvement. Full details of the process, the key areas of focus arising from this and outcomes and actions taken in in response to these are shown in the table on page 78 of the 2024 Annual Report.
As well as our internally facilitated reviews, these are periodically conducted externally. The last external review took place during 2023. Following a selection process led by Nick Clarke as Chairman, with the support of the Company Secretary and after consideration by the Board, Better Boards was selected to conduct this Board evaluation. The analytical review process was structured to include a combination of bespoke digital questionnaires completed by the Directors and the Company Secretary via the Better Boards evaluation platform; and in-depth one-on-one interviews with each Director, conducted by Dr Sabine Dembkowski of Better Boards.
The Nomination Committee is responsible for reviewing the composition and the balance of skills. strengths, diversity, experience, independence and tenure of the Board and its Committees, and for succession planning for the Board. In carrying out these duties, the Committee makes recommendations to the Board in relation to the appointment and re-election of Directors when appropriate, and the proactive succession planning for the Board. The appointment of new Board members and succession planning are key areas of focus and are given particular attention in the annual Board evaluation process (described above), so any outcomes from this can be taken into consideration.
The Nomination Committee assesses the developing needs of the Company, both in relation to the continuous proactive refreshment of the Board for the medium term, and also to ensure contingency plans are in place for unexpected changes in the short term. This is in addition to succession planning for the longer term, both at, and below, Board level.
During the year, the Nomination Committee has continued its in-depth planning and developmental discussions in relation to the Board and its long-term succession planning. These discussions have focused on both continuity and progression, and how these can be maintained over the coming years and into the longer term. This is to ensure the appropriate balance is maintained between these two key aspects of succession planning.
In particular, our plans in relation to our longer-serving independent Non-Executive Directors have been carefully managed over the past few years to ensure that substantial changes to the Board’s composition do not take place over a short period of time. In early September 2025 we transitioned to a new Audit Committee Chair, Alison Baker. Alison succeeded David Swan after his 11 years on the Board and in the role of Audit Committee Chairman. Given the importance of this position within the governance structure of the Company, and the long business and project cycles within which the Group operates and reports on, this was a particularly key role for which the timing of the change was a primary consideration.
In the coming year we will also continue planning for the succession of our next-longest-serving independent Director, Roger Davey.
The Company believes ongoing succession planning below Board level is also of particular importance and other key areas of focus for the Committee are the ongoing succession planning for existing staff, internal talent development and capability. This increased emphasis on our employees recognises that the Group’s people are crucial to the continued long-term success of the business.
Our Committee memberships are kept under review, particularly as the Board changes, to ensure the Company continues to utilise the skills and experience of each of its Directors in the best way possible, maximising their contributions to the operation of the Board and its Committees. Details of the current Committee memberships are set out on pages 56 to 58 of the 2024 Annual Report.
PRINCIPLE 9. ESTABLISH A REMUNERATION POLICY WHICH IS SUPPORTIVE OF LONG-TERM VALUE CREATION AND THE COMPANY’S PURPOSE, STRATEGY AND CULTURE
The Remuneration Committee led by Mike Prentis, with two of the other independent Non-Executive Directors as members, aims to set fair and appropriate remuneration for management to incentivise and reward their work for the Group in the interests of our shareholders and other stakeholders. It determines the remuneration of our Executive Directors and oversees wider remuneration in the Group, including of our senior management team. The Committee is responsible for reviewing the development and operation of the Directors’ Remuneration Policy, and of the Group’s Long Term Incentive Plan (LTIP) and determining participation and award levels under the LTIP. In doing so, it ensures that our remuneration policy and practice, and our incentive schemes encourage and drive efficient, long-term growth of shareholder value in line with our strategic and sustainability priorities.
The activities of the Remuneration Committee during the year, together with the Directors’ Remuneration Policy and implementation report are set out on pages 79 to 90 of the 2024 Annual Report. This disclosure provides shareholders with insight into considerations and reasoning in arriving at the current remuneration structure which we believe to be appropriate, both in terms of transparency and to enable shareholders to form their own views on the actions we take.
PRINCIPLE 9. MAINTAIN GOVERNANCE STRUCTURES AND PROCESSES THAT ARE FIT FOR PURPOSE AND SUPPORT GOOD DECISION-MAKING BY THE BOARD
As well as our highly experienced Non-Executive Chairman and three Executive Directors, we have strong independent representation on the Board with five Non-Executive Directors. In line with the QCA Code, the Board is supported by the Audit, Nomination and Remuneration Committees. Although not a QCA Code requirement, the Company’s governance structure also includes a Sustainability Committee and a Technical Committee. These standing Committees focus on the five areas of the Group’s operations which the Board views as having key importance to the Group’s shareholders and other stakeholders. Further details on the roles of each of these Committees are set out in the Governance Report commencing on page 74 of the 2023 Annual Report.
The Board takes corporate governance very seriously and is committed to ensuring that its procedures are robust, kept up to date and appropriate for a company of its size. The Board reviews its procedures periodically to ensure that they evolve as the business grows. The Board’s Committees assist the Board in ensuring the relevant level of focus on their specific areas of responsibility, and each has its own terms of reference which provide the necessary authorities for it to operate as it considers appropriate. Each Committee reports to the Board through its respective Chair, providing invaluable contributions to the Board’s effectiveness through its work. The terms of reference for each of the Committees are available here: Committees.
PRINCIPLE 10. COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS
As explained under Principles 2 and 3 above, we have embedded into our culture as a Group, through our communications, reporting and governance structures, that maintaining regular, open and active dialogue with our stakeholders plays an essential part in building a mutual understanding of views and ensuring the long-term success of the Company.
The Board welcomes the opportunity to understand the motivations behind voting decisions, as well as the ongoing feedback from our shareholders and other stakeholders, as this plays an important part in ensuring our long-term success.
See pages 65 to 66 of the 2024 Annual Report for details on our shareholder engagement and activities in this area during the year. Further details are also set out on pages 27 to 29 of the 2024 Annual Report in the Company’s Section 172 statement, where we identify our key stakeholder groups and describe our engagement with them, issues raised and the outcomes/actions arising from this engagement.
Other stakeholder matters are overseen by a specific Sustainability Committee as described in the principles mentioned above. Further details of the activities of the Sustainability Committee and of the other Board Committees can be found in the Governance Report commencing on page 52 of the 2024 Annual Report.
Historical annual reports, notices of general meetings, investor presentations can be found here: Reports and Presentations.
Updated 13 January 2026