Governance
Letter from Chair of the Board
Chair’s Introduction to Governance
Dear Shareholder,
On behalf of the Board of Directors of NAHL Group plc (the ‘Board’), I am pleased to introduce our Corporate Governance statement for the year ended 31 December 2024. The purpose of this report is to set out our commitment to good corporate governance. The Board is committed to a high level of corporate governance, which is the way in which companies are directed and controlled. It believes that good corporate governance is vital to support long term growth in shareholder value. To achieve this, companies require an efficient, effective and dynamic management framework that is accompanied by clear communication, promoting confidence and trust.
Compliance with the QCA Corporate Governance Code
Companies listed on AIM are required to adopt a recognised corporate governance code. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code. We believe that the QCA code is a pragmatic, principles-based tool that enhances the Group’s ability to explain its approach to corporate governance. It is appropriate for the needs and circumstances of small and mid-sized quoted companies on a public market and the Board consider it still to be appropriate for NAHL Group. The code is based around a set of ten principles to which the Group must either comply or explain why it has chosen not to. The ten principles of the code are set out in the table below and on page 62 of the Annual Report and I can confirm that we are in compliance with the requirements of the code and the table provides signposts to the relevant disclosures and explanations. Throughout 2024 we began our plan to review and update our policies in light of the updates made in the QCA Corporate Governance Code 2023. The Group will be required to apply these principals for the year beginning 1 January 2025. At this time, we do not anticipate any significant changes to our policies and procedures.
Shareholder engagement
An important part of the QCA code concerns engagement and communication with our shareholders. We welcome open and regular dialogue with our shareholders. In 2024 we were once again pleased to be able to invite shareholders to attend our Annual General Meeting in person as well as seeking to maintain engagement and dialogue with a wider base of shareholders by encouraging shareholders to listen to the meeting via a remote platform, InvestorMeetCompany, and submit questions prior to the meeting, which were subsequently answered by the Directors during the meeting. It is our intention that this year we will adopt the same approach giving shareholders the opportunity to attend the AGM face-to-face or to follow proceedings via our remote platform and I would like to extend an invitation to all shareholders to attend our AGM and to engage with the Board and other members of our senior leadership team who will be in attendance.
Tim Aspinall, Chair
6 May 2025
How we have complied with the QCA Corporate Governance Code
Please refer to the 2024 Annual Report for page references.
| Deliver Growth | |
| Governance principles | Reference |
| 1. Establish a strategy and business model which promote long-term value for shareholders | See Our Business, pages 22–23 and CEO’s report (pages 7–13)
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| 2. Seek to understand and meet shareholder needs and expectations | See Chair’s Introduction to Governance (page 57)
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| 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success | See Our Culture (pages 43–49) and Section 172 Statement (pages 51–52)
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| 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation | See Principal Risks and Uncertainties (pages 36–41)
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| Maintain a dynamic management framework | |
| Governance principles | Reference |
| 5. Maintain the Board as a well-functioning, balanced team led by the Chair | See Governance Statement (pages 58–61)
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| 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities | See Governance Statement (pages 58–61)
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| 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement | See Governance Statement (pages 58–61)
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| 8. Promote a corporate culture that is based on ethical values and behaviours | See Our Culture (pages 43–49)
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| 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board | See Governance Statement (pages 58–61)
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| Build trust | |
| Governance principles | Reference |
| 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders | See Chair’s Introduction to Governance (page 57) and Section 172 Statement (pages 51–52)
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