Corporate Governance

Last reviewed: 26 July 2024.

In accordance with Rule 26 of the AIM Rules, the Board confirms that it has adopted the Corporate Governance Code for small and mid-sized companies published by the Quoted Companies Alliance in April 2018 (the “QCA Code”). This information is set out below. The Board will review this information annually in accordance with the requirements of AIM Rule 26.

The QCA Code is based on ten principles that focus on the pursuit of medium to long term value for shareholders. 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. The Board has considered how we apply each principle to the extent that the Board judges these to be appropriate in view of the Company’s size, strategy, resources and stage of development, and below we provide an explanation of the approach taken in relation to each.
The Board members have a range of skills covering industry specific matters as well as financial experience. The new additions to the Board bring with them additional experience in capital markets on which the Company will draw following Admission.

Following Admission, the Board is expected to initially meet at least once quarterly to review, develop and approve the Company’s strategy, budgets and corporate actions and oversee the Group’s progress towards its goals. The frequency of the Board’s meetings will be kept under review in line with operational activity levels and as the Company grows.

The Board has established an Audit Committee chaired by Marc Mathenz who is supported by Edouard Etienvre as a committee member, a Nomination committee chaired by Edouard Etienvre who is supported by Marc Mathenz as a committee member and lastly a Remuneration Committee chaired by Edouard Etienvre who is supported by Marc Mathenz as a committee member. In all instances, the Company Secretary, the Chief Executive Officer and its Chief Financial Officer are invited to attend as required. Each committee has formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Principles of the QCA Code

The Company will comply with the ten principles of the QCA Code on a “comply or explain basis”with effect from Admission as detailed below.
Like all aspects of the QCA Code, addressing the disclosure requirements is not approached as acompliance exercise; rather it is approached with the mindset of explaining and demonstrating the Board’s good governance to external stakeholders. The role of the Executive Chair, Mark Gasson, is to lead the board and to oversee its function and direction, with the overall responsibility for implementing an appropriate corporategovernance regime.

Principle 1: Establish a business strategy and business model which promote long-term value for shareholders

The Company business model and strategy is set out in Part I of the Admission Document. The Directors believe that the Company model and growth strategy will help to promote long-term value for shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts.

The principal risks facing the Company are set out in Part II of the Admission Document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, including implementing a risk management framework.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Directors recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with Existing Shareholders, new investors and potential investors in order to assist it in developing an understanding of the views of its shareholders.

There will be an active dialogue maintained with shareholders. Shareholders will be kept up to date via announcements made through a regulatory information service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a regulatory information service and in accordance with its obligations under the AIM Rules and the UK Market Abuse Regulation (“UK MAR”), for which it has adopted appropriate policies to ensure compliance.

In due course following Admission, the Company’s annual report and notice of annual general meeting (“AGM”) will be sent to all shareholders and will be available for download from the Company’s website. Shareholders are encouraged to attend the annual general meeting in order to express their views on the Company’s business activities and performance and will be provided with an opportunity to ask questions during the formal business or, more informally, following the meeting.

The Directors are keen to ensure that the voting decisions of shareholders are reviewed and monitored, and the Board intends to engage with shareholders who do not vote in favour of resolutions at AGMs. The Company Secretary is the main point of contact for such matters. The Directors have also undertaken to organise various events throughout the year (presentations, seminars, webinars) for existing and potential shareholders to gain a greater understanding of the Company’s strategy, products and market. All contact details for investor relations are included on the Comapny’s website.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, and customers part of its business strategy. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process
and day-to-day running of the business.

The Directors will maintain regular dialogue with staff through monthly newsletters and formal and informal staff meetings which provide opportunities to receive feedback on issues affecting the Company. In this regard, the Directors are cognisant of its operations in the Democratic Republic of Congo (‘DRC’) and note the positive benefits this brings to the region, which includes local employment for inhabitants in an isolated region in the DRC that traditionally offers limited opportunities and facilities. The Directors will continue to work closely with staff located in the DRC as well as the broader community in the DRC.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The principal risks facing the Company are set out in Part II of the Admission Document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the Company’s annual report and accounts going forward. The Board has overall responsibility for the determination of the Company’s risk management objective and policies and has also established the Audit Committee.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair

The Board will comprise of five Directors, two of whom will be Executive Directors
(which includes the Executive Chair) and three of whom will be Non-Executive Directors (which includes two independent director, one being a senior independent Non-Executive Director), reflecting a blend of different experiences and backgrounds. The biographies of the Directors are set out in paragraph 9 of Part I of the Admission Document. The Directors consider that the Board combines a blend of sector and
market expertise, with an effective executive management team and appropriate oversight by independent Non-Executive Directors. The Directors believe that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission.

The Board will meet regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit Committee, the Nomination Committee and the Remuneration Committee.

The QCA Code recommends that a board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Marc Mathenz and Edouard Etienvre
are considered to be independent for the purpose of the QCA Code. In this respect, while Marc Mathenz shareholding in the Company is acknowledged, the interest is not significant. With this in mind Marc Mathenz is not an employee of the Company nor holds a business relationship with the Company, the Board is satisfied that he brings independent judgment to bear in his role as a senior independent Non-Executive Director.

Principle 6: Ensure that between them 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 in paragraph 9 of Part I of the Admission Document.

The Directors believe that the Board has a balance of sector, financial and public market skills and experience appropriate for the size and stage of current development of the Company and that the Board has the skills and requisite experience necessary to execute the Enlarged Group’s strategy and business plan whilst also enabling each director to discharge his or her fiduciary duties effectively. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to develop the Company. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically.

The Nomination Committee oversees the process and makes recommendations to the Board on all new board appointments. Where new Board appointments are considered, the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. While the New Board has not yet adopted any formal
policy on gender balance, ethnicity or age group, it is committed to fair and equal opportunity and fostering diversity subject to ensuring appointees are appropriately qualified and experienced for their roles.

The Company retains the services of independent advisors including financial, legal, and investor relations advisers that are available to the Directors and who provide support and guidance to the Directors and complement the Enlarged Group’s internal expertise. The Directors will carry out an evaluation of the New Board’s performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. The Company Secretary supports the Chairman in addressing the training and development needs of the Directors.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous Improvement

The Directors will consider the effectiveness of the Board, the Audit Committee, the Nomination Committee, the Remuneration Committee, and the individual performance of each Director. The outcomes of performance will be described in the annual report and accounts of the Company.

The Directors considers that the corporate governance policies that it has in place for the Board performance reviews are commensurate with the size and development stage of the Company. As the Company grows, the Board will re-consider the need for board evaluation.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Directors recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Directors and is considered and discussed at meetings involving the Directors and the Board is aware that the tone and culture its sets impact all aspects of the Company and the way that employees behave. The Directors will promote a culture of integrity, honesty, trust and respect and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings.

The employee 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 Directors will take responsibility for the promotion of ethical values and behaviours throughout the Company and for ensuring that such values and behaviours guide the objectives and strategy of the Company. The Company also has an established code for directors’ and employees’ dealings in the Company’s securities which is appropriate for a company whose securities are traded on AIM, and is in accordance with Rule 21 of the AIM Rules and compliant with UK MAR.

The Directors believe that a long-term sustainable business model is essential for discharging the Directors’ responsibility to promote the success of the Company, its employees, shareholders and other stakeholders of the business. In considering the Company’s strategic plans for the future, the Directors proactively consider the potential impact of its decisions on all stakeholders within its business, in additional
to considering the broader environmental and social impact as well as the positive impact it can have within the local communities in which the Enlarged Group operates. The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Company and its supply chain.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Chair leads the board of Directors and is responsible for its governance structures, performance and effectiveness. The board of Directors retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The roles of Chair and Chief Executive Officer are split, and Paul Barrett is Chief Executive Officer who, supported by the Mark Gasson, the Executive Chair, is responsible for the operation of the business and delivering the strategic goals agreed by the board of Directors. Marc Mathenz, Edouard Etienvre and Serge Tshitembu are responsible for bringing independent and objective judgement to the Executive Directors decisions. Marc Mathenz and Edouard Etienvre and are both considered to be independent and were selected with the objective of bringing experience and independent judgement to the board of directors the Company.

The board of Directors of the Company is supported by the Audit Committee, the Nomination Committee and the Remuneration Committee. There are certain material matters which are reserved for consideration by the full Board and these are formally recorded. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Responses to the principles of the QCA Code and the information that will be contained in the Company’s annual report and accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the annual report and accounts as well as its half year report and the Company’s website will be the key communication channels through which progress in meetings the Company’s objectives and updating its strategic targets can be given to the shareholders following Admission.

Additionally, the Directors will use the Company’s annual general meetings as a mechanism to engage directly with shareholders, to give information and receive feedback about the Company and its progress.

From Admission, the Company’s website, in compliance with the AIM Rules, will be updated on a regular basis with, inter alia, information regarding the Company’s details of relevant developments, regulatory announcements, financial reports and shareholder circulars.

All contact details for investor relations are included on the Company’s website.