Corporate Governance

Big Technologies PLC (the “Company”) is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently.  The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and improve shareholder value. The Company has chosen to formalise its governance policies by complying, with some exceptions, with the UK’s Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the “QCA Code”).

Accordingly, the Company has established specific committees and implemented certain policies, to ensure that:

  • it is led by an effective Board which is collectively responsible for the long-term success of the Company;

  • the Board and the committees have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;

  • the Board establishes a formal and transparent arrangement for considering how it applies the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the Company’s auditors; and

  • there is a dialogue with shareholders based on the mutual understanding of objectives.

In addition, the Company has adopted policies in relation to:

  • anti-corruption and bribery;

  • whistleblowing;

  • health and safety;

  • environment and community; and

  • IT, communications and systems,

so that all aspects of the Company are run in a robust and responsible way.

The Board of Directors

The Board of Directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company’s strategy, budgets, and corporate actions. In order to achieve its objectives, the Board adopts the 10 principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver long-term growth for shareholders and maintain a flexible, efficient and effective management framework within an entrepreneurial environment.

It is important that the Board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the Board is comprised of:

  • A Chairman, whose primary responsibility is the delivery of the Company’s corporate governance model. The Chairman has a clear separation from the day-to-day operational business and management of the Company, which is run by the Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, allowing him to make independent decisions;

  • two Non-Executive Directors.

The Company Secretary provides advice and guidance to the Board on the legal and regulatory environment.

Each Director serves on the Board until the Annual General Meeting on the third anniversary of his or her election or appointment, and the Board meets at least six times a year.

Corporate Governance

Big Technologies PLC measures itself against the QCA Code. The Board has established appropriate Committees to assist in governance matters. The Board believes that the current structure of the Board is suitable for a Company of Big Technologies’ size and allows for effective and efficient decision-making with appropriate levels of oversight.

Audit Committee

The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.

Some of the Audit Committee’s duties include:

  • reviewing the Company’s accounting policies and reports produced by internal and external audit functions;

  • considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;

  • reporting its views to the Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;

  • reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;

  • reviewing the adequacy and effectiveness of the Company’s anti-money laundering systems and controls for the prevention of bribery and receiving reports on non-compliance; and

  • overseeing the appointment of and the relationship with the external auditor.

The Audit Committee has two members, each of whom is an independent Non-Executive Director. At least one member has recent and relevant financial experience. The current members of the committee are Camilla Macun and Alexander Brennan.

Remuneration Committee

The purpose of the Remuneration Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Directors.

Some of the Remuneration Committee’s duties include:

  • reviewing the pay and employment conditions across the Company, including the Board of Directors;

  • approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;

The Remuneration Committee has two members, each of whom is an independent Non-Executive Director. The current members of the committee are Camilla Macun (Chair) and Alexander Brennan.

Nominations Committee

The purpose of the Nominations Committee is to review the size and composition of the Board, including:

  • whether the balance of Executive Directors and Non-Executive Directors continues to be appropriate;

  • succession planning and recommending suitable candidates for membership.

The Nominations Committee has two members: Camilla Macun and Alexander Brennan.

Evaluating Board Performance

Board member performance is discussed at meetings between the Chairman and Non-Executive Directors without the Executive Directors present.

All new Directors receive an induction programme tailored to their background and experience. Individual Directors, with the support of the Company Secretary, are also expected to take responsibility for identifying their own training needs.

Promoting Ethical Values and Behaviours

The Board is committed to the Group having a positive impact on the environment and society. The Board considers the Group’s strategy on matters including health and safety, diversity, and compliance with ethical trading practices. In addition, the Group has a formal anti-bribery and anti-corruption policy and a share dealing policy.

Anti-Bribery and Anti-Corruption Policy

The Group has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Group and persons associated with the Group (such as consultants, contractors or agency staff), requiring them to observe and uphold a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Group to conduct their day-to-day business activities in a fair, honest and ethical manner, to be aware of and refer to this policy in all of their business activities worldwide, and to conduct business on the Group’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy. All relevant employees are expected to undergo formal anti-bribery training each year.

Share Dealing Code

The Company has adopted a share dealing code to ensure Directors and certain employees do not abuse, and do not place themselves under suspicion of abusing, inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation (“MAR”), which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company’s share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).

Shareholder and Stakeholder Engagement

The Board engages in regular dialogue with shareholders, brokers and analysts, with the Chairman, Chief Executive and CFO leading these relationships. The Board takes steps to understand the views of major shareholders of the Company, including receiving feedback from shareholder meetings at each Board meeting and analyst/broker briefings. The Chief Executive Chairman and CFO are available to meet with major and prospective shareholders. The Chairman and Non-Executive Directors are available to attend shareholder meetings as necessary.

The Company will communicate with shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, will be available on the Company’s website along with interim and annual accounts, shareholder notifications and other corporate governance material for a least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.

The Executive Directors and the wider senior management team undertake regular communication with customers, suppliers and employees to ensure all stakeholders are aware of the developments in the business. The Board believes that other than shareholders, the Group’s key stakeholders are the Group’s staff and customers. Given the size of the Group, all matters relating to customers and key employees are dealt with at Board level.

Takeover Code

The UK City Code on Takeovers and Mergers applies to the Company.

Business Ethics:
Share Dealing Code

Statement of compliance with QCA Corporate Governance Code

Date on which this information was last reviewed: 6th September 2023