The Executive Directors are keen to engage with shareholders and they intend to maintain regular communication with institutional shareholders. Individual meetings will be offered following publication of the Group’s interim and annual results.

Private shareholders are encouraged to email questions using the designated email address for investor relations at kitwave@yellowjerseypr.com.

The Group’s website has a dedicated investor relations website page. It is intended that any separate operational websites will include a link to the Group website to ensure that appropriate information is communicated to shareholders.

The Chairman is available to shareholders as an alternative channel of communication and to discuss any matters that shareholders wish to raise. In his absence one of the Non-Executive Directors would make themselves available to shareholders.

The Group takes its corporate social responsibility very seriously and is focused on maintaining and strengthening effective working relationships across a wide range of stakeholders including shareholders, staff, suppliers, and customers.

The Board identifies the Group’s stakeholders and seeks to understand their needs, interests and expectations, by the following means:

• Regular supplier communications, both at Group and entity level;
• Regular customer communications, both at Group and entity level;
• Undertaking joint business planning exercises with suppliers and customers;
• Entity level awareness of colleague needs and expectations with feedback to and from line managers; and
• Liaison with regulators and other concerned parties.

The success of the Group’s strategy is in part built upon the maintenance of internal and external relationships and the communication of the benefits of what the wider Group can bring to a particular stakeholder.

The Board is responsible for maintaining and reviewing the effectiveness of the Group’s risk management activities, intended to monitor and mitigate, rather than eliminate, the significant risks that the Group is exposed to. The Group has implemented policies and procedures to address risk including with respect to wholesaling, warehouse and fleet operations, customer credit and compliance.

The Audit Committee and the Executive Management have developed an Enterprise Risk Management (ERM) framework to identify, assess and manage risk within the business. The introduction of an ERM framework is seeking to ensure that a consistent and proportionate approach is used to identify, evaluate, manage, and monitor risks across all the Group’s operating companies.

The principal risks identified for the business are evaluated each year. The Board makes time available in each of its scheduled meeting to review the current assessment of one of the principal risks.

The Board has a mix of skills and experience and comprises:

• Two Executive Directors
• Three Non-Executive Directors including the Non-Executive Chairman

The Board is supported by a management board that has responsibility for day-to-day oversight of the Group’s activities. The Chairman will hold overall responsibility for maintaining a good corporate governance regime.

The Board and the Nomination Committee will seek to ensure that it has a suitable balance between independence (of both character and judgement) on the one hand, and knowledge of the Group on the other to enable it to discharge its duties and responsibilities effectively.

Director attendance at the relevant Board and Committee meetings is summarised on page 38 within the Corporate Governance report in the Annual Report 2023.

The following table shows the Directors attendance at scheduled Board and Committee meetings during the reporting period.

The Directors of the Group and their biographies are set out on pages 35 and 36 in the Annual Report 2023. The Directors believe that the Board has the appropriate balance of skills and experience to deliver on the strategy of the Group.

The Board is not dominated by one individual and all Directors have the ability to challenge proposals and plans for the Group. The Directors have also received briefings and training in respect for the compliance of the AIM Rules and the Market Abuse Regulations.

The internal annual Board evaluation process examined Board performance across 12 areas, including setting and communicating strategy, managing risk, meeting shareholder and other stakeholder objectives and Board diversity.

The conclusion of the review this year was Directors considered the Board to be operating satisfactorily in most areas it was agreed that the following actions were to be taken:

1. Improve internal communication with colleagues including in relation to vision and strategy. A third-party consultant has been engaged to support efforts to better engage and empower teams.
2. Chair to conduct annual individual feedback session with each Director starting in FY24.
3. Develop and complete a skill matrix to assess the Board skillset and identify any gaps.
4. A Board development exercise to be carried out to assist in understanding different leadership styles, to increase self-awareness and to identify opportunities for improved teamwork.

The Group seeks to embody and promote a corporate culture that is based on sound ethical values and behaviours which can be used as an asset and a source of competitive advantage by way of, inter alia:

• The Group’s culture in general, e.g.:

– Management and Executive Director open door policy;

– Whistleblowing policy; and

– Anti-bribery and corruption policy.

• The Group’s approach to trading, e.g:

– Missing trader policy; and

– Know your customer checks (including VAT compliance).

• The Group’s corporate responsibility culture, e.g:

– Health and safety policies (covering colleagues and selected stakeholders);

– Tax policies

The culture is set by the Board and is regularly considered and discussed at Board meetings with any inappropriate behaviour addressed. In such circumstances where wider communication of expected behaviours and culture is required, this is determined by the Board and communicated via the senior operational management within the Group.

The Board is committed to a high standard of corporate governance across the Group, recognising that it is important in protecting Shareholders’ interests and the long-term success of the Group.

The Non-Executive Chairman leads the Board and is responsible for its governance structures, performance, and effectiveness. The Board aims to meet at least 10 times per year. The Chairman, aided by the Company Secretary, is responsible for ensuring accurate and timely information is received by the Directors.

The Board is supported by the Audit Committee, Remuneration Committee and Nomination Committee. The terms of reference for these committees have been set but will be kept under review by the Board.

The Board will be responsible for directing the affairs of the Group in a manner that meets both shareholder and regulatory requirements and is consistent with current corporate governance standards.

The Board will regularly inform and engage with shareholders across several platforms:

1. Publication of its Annual Report and Accounts as well as its half year report;
2. Individual meetings with institutional shareholder following publication of results;
3. A Group meeting with private shareholders following publication of results via the Investor meet Company platform
4. The Company’s AGM as way to engage directly with private shareholders;
5. The Group’s website has a dedicated investor relations website page;
6. The engagement of a Group financial PR consultancy, in conjunction with the Nominated Adviser;
7. The Chairman and Non-Executive Directors being available to shareholders as an alternative channel of communication to discuss any matters that shareholders wish to raise.