As a company that has been admitted to AIM, the Company is not required to comply with a particular corporate governance code. However, under the AIM Rules for Companies, it is required to provide details of the corporate governance code it has decided to apply and state how it will comply with that code.
The Directors support high standards of corporate governance and have decided to comply with the QCA Code. Set out below are details of how the Company will comply with the QCA Code.
Establish a purpose, strategy and business model which promote long-term value for shareholders
The Board will hold at least one session each year dedicated to strategy. This includes input from senior members of the executive management team and any necessary external advisers. The Board will identify and deploy mitigation steps to manage these risks and confront day-to-day challenges of the business. See in addition, Principle 4 below.
Promote a corporate culture that is based on ethical values and behaviours
The Group promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings.
The staff 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 Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Company.
Seek to understand and meet shareholder needs and expectations
The Board is committed to open and ongoing engagement with the Company’s Shareholders. The Board will communicate with Shareholders through:
- the annual report and accounts;
- the interim and full-year results announcements;
- trading updates (where required or appropriate);
- annual general meetings; and
- the Company’s investor relations website (in particular, the “RNS News” and “AIM Rule 26” pages).
From Admission, the Chief Financial Officer will be the primary contact for Shareholders and there will be a dedicated e-mail address for shareholder questions and comments.
Regular meetings will be held between the Chief Executive Officer, Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.
The Board intends to engage with Shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.
Take into account wider stakeholder interest, including social and environmental responsibilities, and their implications for long term success
The Group takes its corporate social responsibilities seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, existing and new direct customers, Introducers, other intermediaries and professional advisers that it collaborates with as part of its business strategy, in order to achieve long-term success.
The Executive Directors will maintain an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business.
Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The principal risks facing the Group and the industry in which it operates are set out in our Admission Document. These risks will be reviewed at least once a year and included in the annual report and accounts.
The Company currently operates a risk framework including a risk register that is managed by the Chief Financial Officer. The risk register is intended to be signed off annually by the Board and included in the annual report and accounts. The Chief Executive Officer and the Audit Committee intend to review the risk register regularly throughout the year.
Establish and maintain the Board as a well-functioning, balanced team led by the chair
The Board currently comprises six directors:
- Gareth Edwards (Chair), Simon Bullock and John Burns as Non-Executive Directors;
- James Hickman as Chief Executive Officer, Andrew Richards as Chief Financial Officer and William Newton as Chief Information Officer.
The biographies of the Directors are provided on Board & Management.
Simon Bullock and John Burns are considered by the Board to be independent Non-Executive Directors and were appointed with the objective of bringing experience and independent judgement to the Board.
The Board has been constructed to ensure that it has the right balance of skills, experience, independence and knowledge of the business.
The Board is also supported by the Audit Committee and Remuneration Committee. Details of these committees are set on Corporate Governance.
The Board will meet regularly and at least 10 times a year. Processes are in place to ensure that each Director is, at all times, provided with such information as is necessary for him/her to discharge his/her duties.
The Board does not offer annual re-election of all directors, as it considers that a staggered approach to director reappointment better balances governance with continuity. This structure helps preserve board stability, retain key experience, and support long-term strategic decision-making, while still ensuring regular and transparent shareholder oversight.
Maintain appropriate governance structures and ensure that individually and collectively 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 on Board & Management.
The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on the Group’s core objectives.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Non-Executive Chair is responsible for ensuring an effective Board. The Company will establish a formal process for evaluating the performance of the Board, the committees, and the individual Directors against its objectives to ensure that members of the Board provide a relevant and effective contribution.
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
Finseta PLC’s remuneration framework is designed to attract, retain, and motivate high-calibre individuals, support the delivery of strategy, and align management with long-term shareholder value. The Board is responsible for maintaining a remuneration policy aligned with the Company’s purpose, strategy, culture, and stage of development.
The framework combines fixed and variable remuneration. Base salary reflects responsibilities, experience, and market positioning; annual bonuses and commissions reward performance and contribution; and share-based incentives support long-term shareholder alignment. Pension contributions and benefits are provided at competitive market levels. Remuneration arrangements are intended to reinforce the Company’s culture, encourage sustainable decision-making, and remain clear and proportionate for participants to understand.
The Remuneration Committee may, where appropriate, consult with other Board committees when setting performance measures, incentive targets, and assessing performance outcomes.
The Company does not currently submit its remuneration report or remuneration policy for advisory shareholder votes. This approach reflects the Company’s size and organisational structure, as well as the relatively straightforward nature of its remuneration arrangements.The Board considers its existing governance framework — including Board oversight, Remuneration Committee review, and shareholder engagement — to provide appropriate accountability and transparency. The Board will continue to review these arrangements as the Company develops and may adopt advisory voting practices where appropriate. Any material share scheme or long-term incentive arrangements would be considered in light of governance expectations and shareholder consultation.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company intends to use the following principal methods of communication with its Shareholders:
- the annual report and accounts;
- the interim and full-year results announcements;
- trading updates (where required or appropriate);
- the annual general meetings; and
- the Company’s investor relations website (in particular, the “RNS News” and “AIM Rule 26” pages).
The Company’s website is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings will also be made available on the website.
Board Committees
The Group has established a remuneration committee (the “Remuneration Committee”) and an audit committee (the “Audit Committee”) with formally delegated duties and responsibilities.
The Remuneration Committee comprises John Burns as Chairman, Simon Bullock and Gareth Edwards, and meets not less than twice each year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Group.
The Audit Committee comprises Simon Bullock as Chairman, John Burns and Gareth Edwards and meets not less than twice a year. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Group.
The terms of reference for the committees can be found below:
| Name | Date |
|---|---|
| Audit Committee Terms of Reference | 23 March 2021 |
| Remuneration Committee Terms of Reference | 23 March 2021 |