Corporate Governance

CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT

As Chair, I am responsible for the leadership and effectiveness of the Board, for setting the tone on governance matters, and for ensuring constructive and efficient Board operation within Dillistone Group Plc (the “Company” or “Dillistone”). I maintain a clear distinction between my role and that of the Chief Executive Officer, who has responsibility for the day-to-day management of the business and execution of our strategy. Working closely with our Company Secretary, I ensure that the Board receives timely and accurate information and that governance structures are appropriate for the Company’s current stage of development. The Board is collectively responsible for setting the tone and culture of the Group and promoting good corporate governance.

The Board has determined that the Quoted Companies Alliance’s (“QCA”) Corporate Governance Code for small and mid-size quoted companies (the “Code”) (revised on 13 November 2023) is the most appropriate for the Group to adhere to.

The Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.

I have therefore set out below how the Code is applied by the Group, and where the Group departs from the expectations set by the Code. Where we do not fully comply with the expectations of the Code we say so, and we review our position regularly. When preparing our Annual Report we also review and report any significant changes in our corporate governance over the previous 12 months. During this process we review our governance framework, and consider whether it should evolve further in line with our growth. Our primary means of communicating our corporate governance structure is through our Annual Report and our website disclosures. Where specific questions are raised by private individual shareholders and institutional investors, we engage directly with those shareholders, generally through the Finance Director and the Chief Executive Officer. Where appropriate I engage directly. I have set out below how the Board is led, its responsibilities, our risk reporting, governance structure and engagement with stakeholders. I believe in robust corporate governance, which is key to the long-term success of the Group – by helping to improve performance and mitigate risk.

Finally, a word about our corporate culture. We seek to promote openness and respectfulness in all our dealings. Simply speaking to and engaging with our staff regularly, which our Directors and senior management all do, is a good means of eliciting feedback and gauging how our values are promoted throughout the business.

Giles Fearnley, Chairman

 

The Group’s strategy evolves over time, responding to changes in the market and as the Group itself grows. The key challenges and risks faced by the business are included in the annual report.

The business currently operates through one division, Ikiru People.

Ikiru People supplies products and services to the staffing industry. This covers everything from retained executive search technology through to tools to facilitate the hiring of temporary staff, pay and bill, from pre-employment skills testing through to a B2C platform that allows executives to share information with executive search firms.

There is a 3 year rolling process of business planning throughout the Group, within a framework and structure set by the Board. For new projects or products, a 5 year horizon may be used.  The Group seeks to deliver long term growth and value to shareholders and other stakeholders and its strategy evolves over time as the Group grows. The Executive Directors through the Chief Executive Officer are responsible for executing the strategy once agreed by the Board. The Chief Executive Officer is also responsible for reporting on business strategy, operational performance, risks and other significant developments at Board meetings.

The Group’s strategy is expected to change over the coming year given the recent fundraise and as the new strategy crystalizes the Corporate governance report and relevant sections of the QCA code will be updated.

 

 

The Board believes that a strong, values-led culture is fundamental to the long-term success of the business. Our culture is built around the following values:

• Customer focus: we put our customers at the centre of everything we do, taking pride in the outcomes we deliver for them
• Innovation and continuous improvement: we encourage curiosity, experimentation and a willingness to challenge how things are done
• Integrity and transparency: we are honest with our customers, partners and each other, and we act with the highest ethical standards
• Collaboration: we work as one team, supporting colleagues across functions, geographies and levels
• Accountability: we take ownership of our commitments and follow through

Within the organization there is a culture team which meet regularly, with members drawn from diverse areas of the business. This gives the opportunity to feedback suggestions for improvements or concerns to a Director on a regular basis. The Group has staff manuals which set out, amongst other things, policies and procedures for Equality & Diversity, Modern Slavery, Anti Bribery, Anti corruption and Whistleblowing.

 

 

The Board is committed to maintaining open, proactive and transparent dialogue with shareholders. The Board is accountable to shareholders for the long-term performance and success of the Company. The Company’s nominated adviser and broker facilitate access to the wider investor community. Principal engagement activities during the year included:

• Full-year and half-year results roadshows, comprising in-person and virtual meetings with institutional shareholders. Investor feedback from these meetings is provided by the Group’s NOMAD.
• Presentations via Investor Meet Company following both results announcements, including live Q&A sessions open to all registered investors, with recordings made available on the Company website
• The Annual General Meeting, at which all Board members were present and available to answer questions from shareholders
• Ad hoc emails, meetings and calls with existing and prospective institutional investors as requested

The number of proxy votes received for each vote are announced at the AGM and the results of the AGM are announced and published on our website. Voting at the AGM is based on shares held rather than a show of hands.

Qualitative reporting of the Company’s environmental and social matters is included in the disclosures to Principles 4 and 5 below. Whilst no quantitative measures are presently conducted or presented, this remains under review and proportionate, and other useful disclosures will be included in future reporting where considered relevant to investor needs and expectations.

 

 

The Board recognises its prime responsibility under UK corporate law is to promote the success of the Group for the benefit of its members as a whole.

The Board has identified the following groups as key stakeholders and considers their interests and needs in all significant decisions:

• Employees: the Company’s ability to deliver high-quality software and services depends fundamentally on attracting, developing and retaining talented people across engineering, product, sales, professional services and corporate functions
• Customers: our customers are the source of our revenue and the beneficiaries of our purpose; long-term customer relationships are core to our strategy and business model
• Shareholders: providers of equity capital who expect sustainable value creation over the medium to long term
• Technology partners, cloud infrastructure providers and resellers: integral to our product development roadmap and route to market
• Regulators: the Information Commissioner’s Office (ICO) in respect of UK GDPR compliance; the London Stock Exchange in respect of AIM Rules

Our staff are key to the business and the Directors recognise the need for engagement with employees. Regular staff meetings are held to update staff on current matters.  With around 50 people, it means that Directors and senior management staff are relatively accessible to all employees.  We also encourage engagement of staff in the business through share schemes and the Group runs a Sharesave scheme for all UK employees.

Our customers are essential to our business and we seek to maintain long-term relationships with our customers. Ikiru People operates a system of key account managers whose role is to communicate with them and ensure close liaison, in addition to the day-to- day communication that occurs with every customer contract. Customer feedback is considered at operational meetings, and our services evolve accordingly. Senior executives have frequent discussions with key customers and regular newsletters and other mailings are used to inform customers and potential customers.

One of our key performance indicators is the universally recognised Trustpilot review/score. Clients are invited to leave feedback via this service automatically after each interaction with us.

We develop long standing relationships with our bankers and keep them regularly updated as to how the business is performing. We also seek to maintain long term relationships with key suppliers.

The Board also understands that it has a responsibility to consider, where practicable, the social, environmental and economic impact of its approach.

 

 

The Board has overall responsibility for the Group’s risk management framework. The Company maintains a risk register, which is reviewed and updated by the Management team. Each Board meeting includes an agenda item on risk and consideration is also given to whether any new risks have been identified. The latest annual summary of the significant risks and uncertainties is contained in our Annual Report. We do not have a formal risk committee, although there is an Information Security Committee.

Risks are assessed on the basis of likelihood and potential impact, both before and after the application of controls. The Board has defined the Company’s risk appetite across key risk categories and monitors material risks against that appetite.

The Company’s approach to risk management is to identify, evaluate and appropriately mitigate or manage risks that could prevent the Group from achieving its strategic objectives, while remaining alert to emerging risks in a fast-changing technology market.

Our internal governance and reporting structure, for example through our monthly operational meetings and financial reporting, provides a key and effective risk management tool. Divergences from expected financial and projected performances are discussed in detail and remedial action taken where possible.  Operational meetings are attended by members of the executive team.

The Group takes external advice from its advisors on significant matters, and also tries to ensure that it has qualified staff who understand key risk issues.

Given the Group’s current size and complexity, the Board does not consider it necessary or cost-effective to maintain a dedicated internal audit function. The Audit Committee has overview on this position annually and will recommend the establishment of an internal audit capability when the Group’s scale warrants it.

 

 

Compliance

The Board exercises full and effective control over Dillistone Group. There is a formal schedule of matters reserved specifically for its decisions, relating to strategy, finance, risk, operations and governance.

The Board delegates certain functions to its three principal committees, the Audit Committee, the Remuneration Committee and the Nomination Committee.

Details of the members of the Board are set out below and further biographical details are on our website or in the annual report.

 

Aakash holds 0.6% of the share capital.
Time commitment to the business is as required and averages approximately 1 day per month.

 

The Chairman leads the Board, while the Chief Executive Officer is charged with managing the Group’s business. The roles of the Chairman and Chief Executive Officer are distinct.

The Code expects an appropriate combination of executive and non-executive directors. The Chairman and the Board currently believes this split between its three executive and four non-executive directors, including the Chairman, is appropriate for an AIM-quoted Group of its size, market cap, and individual circumstances. This composition continues to provide the expertise, breadth of experience and independence of thought needed, while maintaining efficient Board meetings.

The Group considers that two of the Non-executive directors are independent as discussed above. The Board considers its composition appropriate for an AIM-quoted Group of its size, market cap, and individual circumstances, although this is kept under regular review.

The Board meets regularly and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control over appropriate strategic, financial, operational and compliance issues. At these meetings the Board typically reviews trading performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to Shareholders.

The meeting attendance record is included in annual reports.

As Non-Executive directors, Giles Fearnley and Julie Pomeroy have served on the Board for more than 9 years. Despite serving the Board on a long term basis, the Directors individually believe that they act objectively in their respective roles and can act with sufficient independence.

All Directors are given full and timely access to all relevant management and accounting information. All Directors are able to seek independent professional advice in the course of their duties, at the Group’s expense. If any Director has concerns regarding unresolved business issues, they are entitled to require the Company Secretary to minute their concerns.

Formal terms of reference have been agreed for all Board Committees.

The Board has three principal committees. The audit committee, which is made up of the Non-executive directors, meets twice yearly. The remuneration committee is made up of the Non-executive directors and meets on an ad hoc basis. Other Board members may attend these meetings by invitation.

The Board reviews trading and operational performance regularly. Divergences from expected performance are followed up promptly and rigorously. Monthly management accounts are prepared and distributed to members of the Board. Operational management accounts are also produced and circulated to operational management.

Going forward, every Board member will submit themselves for re-election at each AGM in line with the code recommendation.

 

 

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of the Directors are included under the Management section on the website.

The Board considers itself sufficiently diverse when considering the background, knowledge and experience that each individual member brings to the Board. Where Board appointments are made the whole Board is involved. Board appointments and appointments are made solely on merit. Subsidiary directors are considered by the remuneration committee and the Board.

 

 

Directors are encouraged to keep their skills up to date by attending appropriate courses or by being members of other boards where new skills and ideas can be learned.  The Board keeps under review the strength and depth of its senior management to ensure they have the skills required.  Succession planning is discussed as part of the annual appraisal process.

The Audit Committee comprises Julie Pomeroy (Chair) and all Non-Executive Directors. The Committee meets at least twice per year and additionally as required. The Committee’s responsibilities include:

• Overseeing the integrity of the Group’s financial reporting, including significant accounting judgements and estimates
• Managing the relationship with the external auditor, including assessing auditor independence and recommending auditor appointment and remuneration to the Board
• Reviewing the effectiveness of the Group’s risk management framework and principal risks
• Reviewing the adequacy of the Group’s internal controls and considering whether an internal audit function is required

The external auditor attends all Audit Committee meetings. The Committee meets with the external auditor without executive management present at least once per year. The Audit Committee Report is set out on in the annual report.

The Remuneration Committee comprises Giles Fearnley (Chair), Julie Pomeroy and Aakash Vanchi Nath, all three Non-Executive Directors. The Committee meets at least once per year. It is responsible for determining the remuneration policy for Executive Directors and approving the remuneration of senior management, including base salary, pension, annual bonus targets and performance measures, and long-term incentive awards. The Board itself determines the remuneration of the Non-Executive Directors.

The Nomination Committee is chaired by Giles Fearnley and comprises all Board Directors. It meets any time a Board appointment is under consideration. The Committee leads formal and transparent processes for Board appointments, monitors Board composition and diversity, and oversees succession planning for the Board and senior management.

Ongoing Director development is supported through:

• Updates from management and external advisers on significant regulatory, governance and market developments at Board meetings
• Briefings on the requirements of the 2023 QCA Code and investor governance expectations from the NOMAD
• Access to training on cybersecurity, ESG reporting and other areas of relevance to the Board’s oversight responsibilities
• Membership of relevant professional associations and attendance at external conferences as appropriate

 

 

The Group undertakes regular monitoring of personal and corporate performance using agreed Key Performance Indicators and detailed financial reports.

The Board does not expect to undertake an annual independent evaluation as recommended by the code given the size of the Board and the day-to-day interaction between members. A two-yearly internal evaluation is considered appropriate with an evaluation currently taking place with the results reported to the Board by the Chairman in June 2026. It was based on a board evaluation questionnaire and assessment criteria. The key areas addressed by the questionnaire were as follows:

• Board Role and Agenda Setting

(Monitoring Performance and Strategic Planning)

• Size, Composition and Independence of Board
• Director Orientation and Development
• Board Leadership, Teamwork and Management Relations
• Board (and Committee) Meetings
• Director and Board Evaluation, Compensation and Ownership
• Management Evaluation, Compensation and Ownership
• Succession Planning
• Ethics

Directors’ performance is reviewed formally by the Chairman on an annual basis.

The Board keeps under review the strength and depth of its senior management. Succession planning is considered as part of the Board appraisal process.

 

 

The Remuneration Committee has established a remuneration policy that is designed to:

• Attract, retain and motivate high-calibre Executive Directors and senior management capable of delivering the Company’s strategy
• Align executive reward with the delivery of the Company’s purpose, strategy and culture, and with the creation of sustainable long-term value for shareholders
• Ensure that variable remuneration — both annual bonuses and long-term equity awards — is subject to stretching performance conditions that are clearly linked to the Company’s strategic priorities
• Be fair, transparent and proportionate to the Company’s current size and stage of development, and to be understood and accepted by shareholders
• Discourage excessive risk-taking and encourage behaviours consistent with the Company’s values

Executive Director remuneration can comprise of a mixture of the following elements:

• Base salary: set with reference to the scope of each role, individual performance, and market benchmarking data for comparable AIM-listed software companies. Base salaries are reviewed annually. Details of current salaries are set out in the Remuneration Report on pages [X] to [X].
• Annual bonus: assessed against a combination of financial metrics and strategic objectives. The Remuneration Committee applies discretion to ensure outcomes are fair and reflective of the Company’s underlying performance and shareholder experience.
• Long-term incentive plan (LTIP): Awards vest subject to continued employment and performance conditions assessed over three years, which can include targets on total shareholder return / revenue / earnings per share.
• Pension: contribution of percentage of base salary to a defined contribution arrangement, in line with rates available to the wider workforce.
• Benefits: include access to private medical insurance, life assurance, access to salary sacrifice electric car schemes and other standard benefits. 

Non-Executive Directors receive a fixed annual fee where applicable for their Board service. Fees are reviewed periodically by the Board (excluding the relevant Director) with reference to market data for comparable AIM companies and the time commitment required. Non-Executive Directors do not participate in the Company’s bonus or share option programmes.

Whilst the Code’s application of Principle 9 is for separate votes on the Company’s remuneration report and remuneration policy, the Board does not feel that a separate vote on the remuneration policy is proportionate for a company of our size and intends to hold a single advisory vote on its remuneration report.

 

 

The Company is committed to maintaining timely, accurate and transparent communications with all shareholders. The principal channels used include:

• Regulatory News Service (RNS): all material announcements, including full-year and half-year results, trading updates, director dealings and significant corporate developments, are disseminated via RNS to ensure equal access for all shareholders
• Annual Report and Accounts: a comprehensive review of strategy, performance, governance and remuneration, published within four months of the financial year end and made available on the Company’s website
• Half-year report: an unaudited interim results announcement and operational update, published within three months of the half-year end
• Annual General Meeting: the Board regards the AGM as an important opportunity for direct engagement with shareholders. All Directors attend where possible. The results of all resolutions are announced via RNS on the day of the meeting. The notice of AGM is issued at least 21 clear days in advance.
• Investor Meet Company: the Company uses the Investor Meet Company platform to host presentations following results announcements, incorporating live Q&A sessions open to all registered investors. Recordings are made available on both the Investor Meet Company platform and the Company’s website.
• Company website: maintained and updated in accordance with AIM Rule 26, providing a central repository for all investor information

The Company’s website contains all disclosures required under AIM Rule 26, including the identity of the Board and senior management, the Company’s constitution and key corporate governance documents, details of the Company’s advisers, the current QCA Code governance statement, and copies of all significant recent announcements and financial reports. These disclosures are reviewed and updated at least annually. The Board recognises its primary role of representing and promoting the interests of the Group’s shareholders. The Board is accountable to shareholders for the long-term performance and success of the Group.

The Company recognises the growing importance of transparent sustainability reporting to both institutional and retail investors. Our approach to ESG matters is set out in the ESG section of this Annual Report. The Company currently frames its environmental commitments in terms of operational efficiency and employee engagement rather than formal sustainability targets, but recognises that investor expectations may require more structured disclosure as the Company grows.

No significant governance concerns were raised by shareholders during the year. The Board will continue to actively solicit feedback from shareholders and other stakeholders and to demonstrate its responsiveness to that feedback.

Regular staff meetings are held to keep them informed about developments in the business and for issues to be raised.

Approved by the Chairman, Giles Fearnley, and by the Board.

Section review 6 May 2026