Corporate Governance

In order to ensure the Board makes the appropriate decisions in the best interests of the Company and its stakeholders, it is essential that a good corporate governance structure is in place

Governance framework

The Board maintains oversight of all aspects of corporate governance through a well-established framework, which is continuously refined as the Group expands internationally and grows financially. In line with the updated guidance from the Quoted Companies Alliance (QCA), the Group has adopted the 2023 edition of the QC A Corporate Governance Code for the financial year ending 30 June 2025, following the 12-month transition period.

For FY25, the Board confirms full compliance with the revised 2023 QCA Code. The principles of the updated Code are embedded in our strategic development, risk management, Board operations, and stakeholder engagement. The table below outlines how each of the 10 QCA principles is addressed within the latest Annual Report.

The Board considers that it has complied with the provisions of the QCA Code, except for the following areas: 

1. Director Training: The Group does not operate a formal training programme for Directors. Instead, Directors are expected to maintain their professional knowledge through memberships, briefings, webinars, and engagement with advisors and industry specialists
2. Nominations Committee: Given the Group’s current size and stage of development, a Nominations Committee has not been established. All Director appointments are considered by the full Board, led by the Chair.
3. Combined Roles: The Chief Financial Officer also serves as Company Secretary. While the updated QCA Code recommends separating these roles at the earliest appropriate time, the Board considers the current arrangement to be economically appropriate and intends to maintain it for the time being. The Board will continue to review the feasibility of separating these roles in future governance reviews.

Overview of the Board

The Board of PCI PAL plc currently comprises an independent Non-Executive Chair, the Chief Executive Officer and the Chief Financial Officer—who are employed full-time, and three independent Non-Executive Directors. One of the Non-Executive Directors will step down following the recent appointment of a new incumbent. The Board collectively holds responsibility for the long-term success and sustainability of the Group, with each member contributing a distinct set of skills and experience. Full biographies and competencies are detailed on the Board of Directors.

During the year Jason Starr, one of the Non-Executive Directors, continued to serve beyond the recommended tenure threshold of nine years. This extension was made to ensure continuity and stability during a period of strategic transition. The Board conducted a formal assessment of independence and concluded that the Director remained independent in character and judgement, notwithstanding the extended tenure which was based on his continued objectivity, lack of material business or personal relationships with the Group, and active challenge of Executive decisions. A new independent Non-Executive Director was appointed on 1 July 2025 to succeed the outgoing Director.

During the year Jason Starr, one of the Non-Executive Directors, continued to serve beyond the recommended tenure threshold of nine years. This extension was made to ensure continuity and stability during a period of strategic transition. The Board conducted a formal assessment of independence and concluded that the Director remained independent in character and judgement, notwithstanding the extended tenure which was based on his continued objectivity, lack of material business or personal relationships with the Group, and active challenge of Executive decisions. A new independent Non-Executive Director was appointed on 1 July 2025 to succeed the outgoing Director.

During the year, the Chief Financial Officer, William Good, retired on 15 July 2024, Angus Reger (the Group Financial Controller) was appointed interim Chief Financial Officer and Rawdon Vevers was appointed as Company Secretary. On 14th October 2024, as previously announced, Ryan Murray joined the Group as Chief Financial Officer and Company Secretary.

The Board is collectively responsible for the long-term success of the Group. The CEO is responsible for setting the strategic direction of the Group and these plans are periodically presented by the Executives to the Board. The Non-Executives have suitable industry and public markets experience to provide input, guidance and advice to the Board as well as constructively challenge the Executives. During the year the CFO, as the Company Secretary, provides guidance on the protocols, legal processes and matters reserved for the Board, taking legal advice where appropriate. The goal is to achieve a successful and sustainable business.

Division of roles and responsibilities

The Chair is responsible for the leadership of the Board and ensuring the effectiveness of all aspects of its role. There are at least four quarterly formal meetings that include a detailed agenda that allows each Executive Director to report to the Board on performance of the business including risk analysis and monitoring. In addition, intra-quarter meetings are called to discuss single points of matter and each with a shorter agenda. These more frequent and shorter meetings allow the Board to consider specific points in a timely manner without having to wait for the quarterly meetings. Due to the very dynamic and fast growing nature of the Group’s business, there are typically a considerable number of these additional meetings.

The roles of Chair and CEO are distinct and separate, in accordance with best practice, to avoid any concentration of power and to support balanced governance. The Chair sets the agenda for each meeting and ensures compliance with Board procedures setting the highest standards of integrity, probity, and corporate governance throughout the Group. The Chief Executive is responsible for the day-to-day management of the Group, including the development and execution of strategy and commercial objectives. The CEO ensures that the Chair and Board are kept informed of material developments and emerging risks in a timely manner, enabling proactive oversight and decision-making.

Independent non-executive directors

The Board currently includes four Non-Executive Directors (NEDs), including the Chair, all of whom are considered independent under the QCA Code. Their independence has been assessed with r eference to tenure, prior relationships, and external commitments. The NEDs bring a diverse range of experience across technology, public markets, and international operations, enabling them to provide robust challenge and strategic insight.

In July 2025, Andrew Lockwood was appointed as a Non-Executive Director and Chair of the Remuneration Committee, succeeding Jason Starr who will retire 12 September 2025 after ten years of service. Andrew brings over 30 years of leadership experience across technology, telecommunications, and healthcare sectors, including senior roles at BT, Capita plc, Daisy Communications, and international exposure through Inktomi Corp and Covad Communications. His appointment strengthens the Board’s commercial and strategic capabilities as the Group enters its next phase of growth.

All Non-Executive Directors are expected to commit sufficient time to fulfil their responsibilities, attend scheduled and ad hoc meetings, and engage with management and stakeholders. Each NED has confirmed they have no conflicts of interest and adequate availability to meet the demands of the role.

Board meetings

All board meetings held during FY25, including authorised sub-committee meetings for specific delegated matters as well as Audit and Remuneration Committee meetings, are separately identified below including attendance information:

Directors' meeting attendance 2023/24

	Board	Board	Audit	Rem Com
	Scheduled	Sub Committee	Scheduled	Scheduled
Executive directors
James Barham	10/10	2**	1*	2*
Ryan Murray	10/10	2**	1*	-
Non-executive directors
Simon Wilson	10/10	-	-	-
Jason Starr	10/10	-	3/3	4/4
Carolyn Rand	10/10	-	3/3	2/4

* = attended by invitation of the Chair of the Committee

** = during the year James Barham and Ryan Murray held short notice Board meetings as an authorised committee of the Board, typically formally dealing with the exercise or granting of share options once sanctioned by the full Board

The Board of PCI Pal plc continues to adopt a hybrid approach to its meetings, allowing Directors to attend either in person or remotely via video or conference call, depending on availability and location. This flexible format supports the Group’s dynamic and international operations while ensuring that governance standards are upheld.

In line with the updated QCA Code’s emphasis on effective engagement and decision-making, the Board aims for consistency in meeting format wherever possible. Directors are encouraged to attend in the same manner—either all in person or all via video conferencing—to promote optimal interaction, discussion, and collective decision-making.

The hybrid model has proven effective in maintaining high levels of participation and responsiveness, and is expected to continue going forward. The Board remains committed to ensuring that all meetings—regardless of format—are conducted with the same rigour, structure, and transparency.

Committees

The Board has established two committees to assist in its considerations and to make recommendations to the Board. These committees are the Audit Committee and the Remuneration Committee, the terms of reference for each are published in full on the Group website under the Corporate Governance section. A detailed report of their work can be found in the relevant reviews below.

Articles of Association

Under the Company’s Articles of Association, the Board has the authority to approve any actual or potential conflicts of interest declared by individual Directors. In accordance with best practice, such approvals may be subject to conditions, and Directors are generally excluded from discussions and voting on matters where a conflict exists or may arise. This process ensures transparency and protects the integrity of Board decision-making.

All Directors are subject to election by shareholders at the first Annual General Meeting following their appointment, and to re-election at regular intervals. This review had previously been undertaken every three years however during the year the Board reviewed its re-election policy and have decided to move to annual re-election of all Directors to enhance accountability and shareholder engagement.

The Group maintains appropriate Directors’ and Officers’ liability insurance to provide cover in respect of legal action taken against Directors in the course of their duties. This insurance is reviewed annually to ensure it remains adequate and fit for purpose.

Experience, skills and capabilities

The Directors of PCI Pal plc bring a broad and complimentary range of experience, skills, and perspectives to the Board, as detailed in the Board of Directors section. This diversity enables the Board to effectively assess and monitor the full spectrum of strategic, operational, financial, and compliance risks facing the Group.

Each Director has full authority to seek independent professional advice—whether legal, financial, industry-specific, or functional— whenever they consider it necessary to fulfil their individual responsibilities. This ensures that the Board remains well-informed and capable of making sound decisions in a fast-evolving business environment.

To further strengthen strategic oversight and market insight, the Board has authorised the formation of an advisory committee (the “PAC”). The PAC provides additional depth in market, industry, and functional expertise, supporting both the CEO and the Board in navigating the Group’s global growth opportunities. The Board believes that ongoing engagement with PAC members enhances its ability to fulfil its responsibilities in areas such as strategy development, risk management, and stakeholder alignment.

This structure reflects the QCA Code’s emphasis on maintaining a Board with the necessary up-to-date experience, skills, and capabilities, and on supplementing Board knowledge through external expertise where appropriate.

Evaluation of Board performance

Board appointments are made with full consideration of the skills, experience, and strategic alignment each Director brings to the Group, both for current needs and anticipated future challenges. The Chair leads an annual review of Board composition and effectiveness, in consultation with fellow Directors, to ensure the Board remains fit for purpose and aligned with the Group’s evolving strategy.

The Chair routinely reviews the performance of the Board Committees, addressing any concerns directly with the respective Committee Chairs or members. This ensures that each Committee continues to operate effectively and in accordance with its remit.

The Board is satisfied that it maintains an appropriate balance of independence, industry knowledge, and governance expertise to discharge its duties effectively. However, it remains committed to ongoing review and refreshment of its composition in line with the QCA Code’s guidance.

While the Group does not operate a formal training programme for Directors, each Director is expected to maintain their professional knowledge through:

• Memberships of relevant professional bodies,
• Regular briefings and webinars from legal, financial, and industry experts,
• Engagements with external advisors and specialists.

A structured onboarding process is in place for new Board members which includes Group strategy, operation and governance along with one to one session with other Board Members, external advisors and key management.

Additionally, the Board receives regular presentations from senior management and external experts on operational and strategic topics relevant to the Group’s business. These sessions are designed to deepen understanding and support informed decision-making.

The Board recognises the importance of periodic refreshment and has adopted a policy whereby Non-Executive Directors normally retire after serving a nine-year term. In line with this policy, succession planning for Jason Starr began in FY24, culminating in the recruitment of Andrew Lockwood during FY25.

Promotion of corporate culture

At PCI Pal plc, corporate culture is central to how we operate and grow. Our guiding principles—“Security is Job Zero” and “Team First”—reflect our commitment to integrity, collaboration, and accountability across all levels of the organisation.

We maintain a formal Corporate and Social Responsibility (CSR) Policy, detailed in the CSR report, which outlines our approach to ethical conduct, community engagement, and sustainability.

All new employees participate in a structured induction programme that includes:

• A comprehensive briefing on the Group and its values,
• An overview of departmental functions,
• Introduction to key personnel,
• Clear guidance on the moral, ethical, and behavioural standards expected of all staff.

We actively support continuous learning and development, offering training opportunities at the Group’s expense to align individual growth with long-term business success.

Employee performance is monitored monthly, and we conduct annual Personal Development Reviews (PDRs) to align career goals, performance expectations, and development needs. These reviews foster open dialogue between employees and managers and support a culture of continuous improvement.

Our “no fault” policy encourages transparency and learning from mistakes. Employees are empowered to report errors without fear of blame, enabling the business to identify root causes and implement system or process changes to prevent recurrence.

We promote internal mobility by advertising most new roles internally and prioritising the development and promotion of existing employees before seeking external candidates. This approach supports retention and recognises the value of internal talent.

To support our remote-first working policy, we invest in collaborative technologies that enable seamless communication, performance monitoring, and engagement across teams.

Managers are equipped to lead effectively in both virtual and hybrid environments.

In response to the Group’s continued expansion, the CEO has established a Senior Leadership Team to drive strategic delivery, supported by a Management Team that fosters cross-departmental communication and operational alignment.

This culture of openness, development, and ethical behaviour is actively monitored and reinforced through leadership practices, employee feedback, and governance oversight, in line with the QCA Code’s emphasis on embedding and assessing corporate culture.

Maintain governance structures

The Board of PCI Pal plc maintains a governance structure that supports effective oversight, strategic alignment, and timely decision-making. This structure is regularly reviewed to ensure it remains fit for purpose as the Group evolves.

Directors receive a monthly management reporting pack focused on financial and operational performance, including metrics against budget and key performance indicators. These reports are discussed with the Executive Directors to ensure clarity and accountability.

In addition to monthly reporting, the Board receives quarterly Board reports prepared by management. These reports provide deeper insight into Financial Statements, strategic initiatives, and operational developments that are timely and material to the business.

To further enhance understanding and oversight, the Board also receives periodic deep-dive presentations from members of the Senior Leadership Team and Management Team. These sessions provide detailed views into specific areas of the business, enabling Directors to engage meaningfully with operational leaders and assess strategic execution.

Together, these reporting mechanisms, the evolving organisational structure, and the cadence of formal and ad hoc Board meetings enable the Directors to fulfil their duties of s tewardship, in line with the QCA Code’s emphasis on maintaining governance structures that support good decision-making and long-term value creation.

 

Simon Wilson
Non Executive Chair
9 September 2025

 

BOARD OF DIRECTORS

The Directors of the company have been delegated clear, individual responsibilities, in line with their skill sets and experience. Each director reports regularly to the full board on the performance of the company in relation to their areas of responsibility.

ATTENDANCE

Full details of the directors attendance at meetings are published in the annual report and accounts for the year.

DIVERSITY AND GENDER BALANCE

The Board is confident both that the opportunities in the Company are not excluded or limited by any diversity issues (including gender) and that the Board nevertheless contains the necessary mix of experience, skills and other personal qualities and capabilities necessary to deliver its strategy.

MATTERS RESERVED FOR THE BOARD OF DIRECTORS

1. Constitution

1.1    The Board has established a committee of the Board known as the Remuneration Committee.

1.2    The Terms of Reference for the Committee outlined below are defined by the Board and may be amended by the Board at anytime.

2. Membership

2.1    The Board is responsible for the appointment of members to the Remuneration Committee, for setting the term of members' appointments and for the revocation of any such appointments.

2.2    The Remuneration Committee shall comprise not less than two members, all of whom shall be independent Non-Executive Directors, providing this is possible. The quorum shall be two Committee members one of whom should be the Committee Chairman unless he/she is unable to attend. All members of the Committee shall be advised of the business to be transacted at any meeting even if they are unable to be present

2.3    The Chairman of the Committee shall be a Non-Executive Director. No one other than members of the Committee is entitled to be present at Committee meetings, unless by invitation by the Chairman. The Board Chairman or Group Chief Executive may be in attendance except when issues regarding their own remuneration are discussed.  The Committee's independent remuneration consultants may also attend meetings.

2.4   The Committee should consult the Chairman and/or the Group Chief Executive about their proposals relating to the remuneration of other Executive Directors. The Company Secretary shall produce such papers as are appropriate and/or requested, in a timely manner, and take minutes of the Committee's meetings except when issues regarding their own remuneration is discussed or the Committee Chairman otherwise deems inappropriate. 

2.5    The Remuneration Committee is authorised by the Board to obtain legal, remuneration or other professional advice from both inside and outside the Group as and when required, at the Company's expense, and to appoint and secure the attendance of independent external consultants and advisors if it considers this beneficial.

3. Frequency of meetings

3.1    Meetings of the Remuneration Committee shall be held as necessary but not less than twice a year and at such other times as the Chairman of the Committee shall require.

3.2    The Chairman of the Committee shall report to the Board after each meeting. The minutes of the meetings shall be circulated to all members of the Committee and of the Board.

4. Duties

4.1    The Committee shall:

1. determine and agree with the Board the broad policy for the remuneration of the Group Board Executive Directors and other members of the executive management referred to below.
2. have delegated authority to set individual remuneration arrangements for the Group Chief Executive and other Group Executive Board Directors that provide motivation and promote the achievement of company objectives.
3. review and approve the level and structure of remuneration for senior management. The Committee shall determine which colleagues are “senior management” for this purpose – as at the date of adoption of these terms this covers any executive whose salary exceeds that of any Executive Director or who is considered to be part of the Senior Leadership Team.
4. in determining remuneration for those referred to above, the Committee shall review and approve - relative positioning of the remuneration package; - individual base salaries and increases; - annual and long-term incentive/bonus arrangements and review the relevant targets for performance related schemes; pension arrangements.

4.2    The Committee shall approve the service contracts of each Executive Director, including termination arrangements.

4.3    In determining remuneration policy and packages, the Committee shall have regard to all relevant codes, laws and regulations.

4.4    The fees and other payment arrangements for Non-Executive Directors are matters for consideration by a sub-committee of the Board, consisting of the Chairman, the CEO and CFO. Fees and other payment arrangements for the Chairman shall be considered by a subcommittee consisting of the Chairman of the Remuneration Committee, the CEO and the CFO. Both sub-committees shall make recommendations to, and for the approval by, the Board as a whole.

5. Other Matters

5.1    The Chairman of the Committee shall be available to answer questions at the Annual General Meeting on remuneration issues with regard to the Group Board and senior management and generally on remuneration principles and practice.

5.2    The Chairman of the Remuneration committee shall provide a remuneration report as part of the Annual Report. The report shall include a description of the Remuneration Polices adopted and an account of key decisions made, and remuneration paid in the fiscal year. Acceptance of this report will be put to a single vote at the Annual General Meeting. The vote shall be considered to be advisory only.

5.3    The Committee shall undertake any other duties as directed by the Board. 

The Group does not have a formal system of training for the Directors for their on-going roles, instead they are expected to keep up-to-date personally with matters relevant to their own positions through memberships of relevant professional societies; regular briefings from lawyers and accountants as well as other professional advisers.

In light of the Company's recent rapid growth, substantive change in its business and operating model, and changes in its executive leadership and board composition, the Board conducted its first formal evaluation of effectiveness during FY 20. Simon Wilson, the newly appointed director and Chairman conducted the evaluation using a mixed methodology of an anonymous survey tool, direct one-on-one conversations, and frank and open group discussion among all board directors together. The exercise was designed to evaluate the effectiveness of the operation of the board as a whole; the board's individual committees; as well as the contributions of each individual director. The objective of these assessments is to enable the board, its committees and its directors to set out down a path of continuous and incremental improvement of our governance at all levels. As part of the goal for continuous improvement, the evaluation of board effectiveness will be on-going periodic assessment process.

The broad conclusions of this initial evaluation were that there were a number of areas where improvements in effectiveness could be made, and an acknowledgment that the work of the board naturally expands over time in the face of change, growth and complexity of the business. For example, in terms of the organisation of board meetings, focus and balance of agenda topics, increased attention to forward looking matters, deepening of non-executive directors' knowledge of operational aspects of the new Cloud business, and expansion of committee work.

Examples of action already taken by the Board as a result of this evaluation process include; deep dive subject matter presentations by a variety of senior management, regularly scheduled closed board sessions where the non-executive directors can discuss matters openly without management present, more extensive and scheduled committee activities, use of outside advisors, rationalization of information provided by management to the Board, and active and timely assessment of the effectiveness of each individual board and committee meeting.

 

SUCCESSION PLANNING

The Board does not carry out a formal assessment of succession planning for its members, but does so informally from time to time.

SECTION 172(1) STATEMENT – BOARD ENGAGEMENT WITH OUR STAKEHOLDERS

 

Section 172 (1) of the Companies Act 2006 requires a Director of a Company to act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this, section 172(1) requires a Director to have regard, among other matters, to:

• the likely consequences of any decision in the long-term
• the interests of the Company’s employees
• the need to foster the Company’s business relationships with suppliers, customer and others
• the impact of the Company’s operations on the environments and in the local community
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members of the Company.

The Directors give careful consideration to the factors set out above in discharging their duties under section 172(1). The stakeholders we consider in this regard are the people who work for us, buy from us, supply to us, own us, regulate us, and live in the communities we serve and the world we all inhabit.

Interaction with the Board

The Board receives updates from the Executive Management on various metrics as well as feedback and survey results in relation to employees and customers. The Board also periodically receives updates from other members of the management team on issues concerning customers, the environment, communities, suppliers, employees, regulators, governments, and investors, which it considers in its decision-making process under section 172(1). In addition to this, the Board has open authority to understand the interests and views of the Group’s stakeholders by engaging with them directly as appropriate.

Our stakeholders

As our organisation grows and expands geographically, the Board has recognised that it is important to have professional and clear communication channels in place with our key stakeholders.

Reputation

It is the Group’s policy to manage and operate worldwide business activities in conformity with applicable laws and regulations as well as with the highest ethical standards. Both the Group’s Board of Directors and Executive Management are committed to full compliance with applicable law and regulations in all jurisdictions in which we operate, and to maintain the Group’s reputation for integrity and fairness in business dealings with third parties.

Further information on how the Board operates and discharges its duties can be found in the Corporate Governance report, the Environmental Social and Governance Report and the Statement of Corporate and Social Responsibilities in the Annual Report.

Key Board matters discussed in financial year

During the year, the Board focused on several material matters in the context of its governance responsibilities. Following the successful conclusion of the patent proceedings and the appointment of a new CFO, the Board undertook a comprehensive review of the Group’s three-year strategic and operating plan. This process involved detailed consideration of capital allocation priorities, balancing short-term investment requirements with the objective of delivering sustainable long-term organic growth

In line with its succession planning responsibilities, the Board successfully completed the process to identify and appoint Andrew Lockwood as the successor to Jason Starr in the role of Non-Executive Director.

The Board also maintained oversight of external risk factors, including developments in the macroeconomic environment, to ensure that the Group remains resilient and appropriately positioned to adapt to changes in market conditions.

The Strategic Report for the Group was reviewed and approved by the Board of Directors on 9 September 2025.

 

Signed by Order of the Board

James Barham | Chief Executive Officer

 

GOVERNANCE COMMITTEES

GOVERNANCE COMMITTEES

The Board of directors have established the following committees:

• An Audit Committee
• A Remuneration committee

The Board has not established a nominations committee responsible for overseeing the recruitment of Board directors and succession planning as they believe the Company is too small to warrant such a requirement.

Audit Committee

The Chairman of the Committee is Carolyn Rand

The terms of reference of the audit committee can be downloaded here.

Remuneration Committee

The Chair of the Committee is Andrew Lockwood.

The terms of reference of the remuneration committee can be downloaded here.

The committee is responsible for setting the terms and conditions of employment for the executive directors and meet on two occasions during the year.

The current policy is to set remuneration in accordance with market conditions in order to attract, retain and motivate the executive board.

The committee reviews Group performance and arising from those reviews may determine performance related bonuses.

No director is involved in deciding his or her own remuneration level or performance related bonuses.

The fees for non-executive directors are set at smaller turnover AIM quoted market rates to attract individuals with the necessary experience and ability to make a substantial contribution to the Group's affairs and its continued development.