The Board
The Board is responsible for the governance of the Company, governance being the systems and procedures by which the Company is directed and controlled. A prescribed set of rules does not itself determine good governance or stewardship of a Company and, in fulfilling their responsibilities, the Directors believe that they govern the Company in the best interests of the shareholders, whilst having due regard to the interests of other stakeholders in the Group including, in particular, customers, employees and creditors.
The Chair
The Chair is responsible for making sure that the Board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company's strategy and its overall implementation. The Chair should ensure that the Board receives accurate, timely and clear information and there should be good information flows within the Board and its Committees as well as between the Non-Executive Directors and senior management.
Non-executive directors
Non-Executive Directors should be independent to be able to provide appropriate oversight and to perform their role. The Non-Executive Directors of FIH:
- have a formal appointment process and a structured induction process to include site visits to all subsidiaries of the group, meetings with senior and middle management and meetings with the Company’s auditors, legal counsel and Nominated Advisor;
- are required to commit an appropriate amount of time to the Company of approximately 10-15 days per annum on an ongoing basis, including attendance at approximately five Board meetings per year, and on regular conference calls with the Board, and to be available to shareholders as required;
- are appointed to the three Board committees with formal terms of reference;
- satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
- are responsible for determining appropriate levels of remuneration of the Executive Directors and have a prime role in appointing and, where necessary, removing senior management and in succession planning;
- uphold high standards of integrity and probity and support the Chair and Executive Directors in instilling the appropriate culture, values and behaviours in the Boardroom and beyond;
- will receive high-quality information sufficiently in advance of Board and Committee meetings, which is accurate, clear, comprehensive, up-to-date and timely;
- have access to the Chief Executive Officer, the Chief Financial Officer, the Company Secretary, the Group Financial Controller and the Company's advisers;
- are able to call upon independent professional advice at the Company's expense if they consider it necessary to discharge their responsibilities as Directors;
- are expected to receive ongoing training and development;
- will have their performance assessed on a regular basis (along with the Executive Directors).
The three principal standing committees of the Board are the Audit & Risk, Nominations and Remuneration Committees
The Audit & Risk Committee comprises Dominic Lavelle, Nick Henry, Holger Schröder and Robert Johnston and is chaired by Dominic Lavelle. The Audit & Risk Committee reviews the external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half year and annual financial statements before they are presented to the Board for approval. The Audit & Risk Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Auditor. The Audit & Risk Committee reviews the effectiveness of Company's internal control and risk management frameworks.
The Nominations Committee comprises Nick Henry, Holger Schröder Robert Johnston and Dominic Lavelle and is chaired by Nick Henry. The Committee nominates candidates (both executive and non-executive) for the approval of the Board to fill vacancies or appoint additional persons to the Board. It also makes recommendations regarding the composition and balance of the Board.
The Remuneration Committee comprises Robert Johnston, Nick Henry, Holger Schröder and Dominic Lavelle, and is chaired by Robert Johnston. Although not a member of the Committee, the Committee would normally consult the Chief Executive on proposals relating to the remuneration of members of the Group's senior management team, though never for matters related to his own remuneration package. The Committee, on behalf of the Board, determines all elements of the remuneration packages of the executive Directors and would also approve any compensation arrangements resulting from the termination by the Company of a Director's service contract. The Committee also approves the grant of share options.
Principles and Approach
The Board fully endorses the importance of good corporate governance and has applied the Quoted Companies Alliance Corporate Governance Code (‘QCA Code’) which we believe is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM market of the London Stock Exchange. The Company has chosen to comply as far as possible with the 2023 QCA Code to maintain the highest possible standards of governance.
The QCA Code provides a robust framework to support the Company in upholding strong governance, embedding its governance culture, and building a successful and sustainable business for the benefit of all stakeholders.
The QCA has ten principles which the Company is required to adhere to and to make certain disclosures both on its website and within its annual report. The Board has reviewed its compliance with the provisions of the QCA Code and made appropriate changes to its practices and reporting in order to comply, as far as possible, with the QCA Code.
1. Establish a purpose, strategy and business model which promotes long-term value for shareholders.
The Group’s business model and strategy are detailed within the Strategic Report of the Annual Report. The purpose is to maximise stakeholder value across all divisions by focusing on strategic initiatives. Progress is reviewed regularly by the Board.
The Board firmly believes that corporate culture starts with leaders setting the tone for values, behaviours and expectations throughout the Group.
The Board promotes an open, ethical culture led by example and underpinned by values of integrity, responsibility and transparency. Policies on anti-bribery, anti-slavery, and whistleblowing are in place and reviewed regularly. Staff are encouraged to take ownership, admit mistakes, and contribute openly.
The Board places great importance on having positive relationships with all shareholders and seeks to ensure that an appropriate and proactive level of communication takes place.
The Group’s AGM is a regular opportunity for shareholders to meet with the Board and for shareholders to ask questions during the formal business of the meeting and informally following the meeting.
The Group maintains an informative and regularly updated website which also includes contact details to support open channels of communication and feedback.
Beyond the AGM, the CEO and the CFO offer to meet with all significant shareholders after the release of the half year and full year results. The CEO and the Chairman are the primary points of contact for the shareholders and are available to address any concerns raised and consider suggestions to further align with shareholder expectations.
The Group engages with its shareholders through London Stock Exchange regulatory announcements, providing financial results on a half-yearly basis, operational updates to maintain information on overall performance, and additional news flow when there is a significant development and release relating to matters of material importance to the Group’s businesses.
The Board considers its key stakeholders to be its employees, customers, shareholders, suppliers and the communities and environment in which the Group operates. Employee health, safety and wellbeing are prioritised, and we seek to foster an inclusive, supportive and engaging workplace. The Group also has policies and procedures relating to whistleblowing which are overseen by the Audit & Risk Committee. These state the Group’s commitment to conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and the arrangements for the workforce to raise concerns, in confidence and anonymously, about possible wrongdoing.
The Company engages with its stakeholders through various channels, and has various systems in place to solicit, consider and act on feedback from all stakeholders. The Company takes every opportunity to ensure that where possible the views of its stakeholders are considered and acted upon.
The Group’s approach to the management of risk is set out in the Risk Management, Principal Risks and Impact section of the Annual Report.
The Board has ultimate responsibility for the Group’s risk management process and is supported in this by the Audit & Risk Committee, which oversees the risks facing the Group, and the effectiveness of the systems to manage and mitigate those risks.
The Group receives regular feedback from its external auditors on the state of its internal controls.
The Board comprises the Independent Non-Executive Chair, the Chief Executive Officer, the Chief Financial Officer and the Non-Executive Directors. Information on each of the Directors is provided on the website at: https://www.fihplc.com/company-profile/the-board.php
All Directors have extensive and complementary skills, knowledge and experience covering industry and commercial, strategy, governance, technology and financial expertise which covers all of the current requirements of the Board.
The Chair is responsible for leadership of the Board and the Board’s approach to corporate governance. The QCA Code suggests that a board should have at least two independent non-executive Directors. The Board have considered each non-executive Directors’ length of service and interests in the share capital of the Group and consider that Robert Johnston, Dominic Lavelle and Holger Schröder are independent of the executive management and free from any undue extraneous influences which might otherwise affect their judgement. All board members are fully aware of their fiduciary duty under Company law and consequently seek at all times to act in the best interests of the Company as a whole.
The Board meets regularly and is provided with information on a timely basis.
The Executive Directors are expected to devote substantially the whole of their time to their duties with the Company. The Chair and the Non-Executive Directors have a lesser time commitment which is set out in their letters of appointment.
Non-Executive Directors are not awarded any performance-related pay.
Attendance of Directors at Board and Committee meetings held during the last financial year and which they were eligible to attend, is set out in the Annual Report.
The Board recognises the importance of high standards of corporate governance and has sought to address the matter in a proportionate way having regard to the size and resources of the Group.
The Non-Executive Chair has ultimate responsibility for the leadership of the Board and the Group’s approach to corporate governance. The Executive Directors have responsibility for the operational management of the Group’s activities. The Chief Executive Officer has ultimate responsibility for implementing and delivering the strategic and commercial objectives of the Board and managing the day-to-day business activities of the Group. The Non-Executive Directors are responsible for bringing independent and objective oversight and judgement to Board decisions.
The Board has a strong breadth and depth of highly relevant experience, skills and knowledge for the business. The Board is satisfied that it has a suitable mix of skills, experience and competencies to enable the Group to deliver its strategy for the benefit of its shareholders over the medium to long term.
The Board is supported by the Audit & Risk Committee and the Remuneration Committee, and the members of these Committees have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
The Nomination Committee leads the process for appointments, ensures plans are in place for orderly succession to both the Board and senior management positions.
The Terms of Reference for all Committees, are reviewed and updated annually.
The Group regularly monitors the performance of the Board, ensuring that the required skill set and balance of independent non-executive directors is present. While the Group has not undertaken a formal Board evaluation in the year, regular consideration is given by the Board to its performance to ensure the requirements of the business are met.
The Remuneration Committee meet regularly to discuss the remuneration structure to ensure that it motivates the executive team and senior management team and promotes the long-term growth of shareholder value.
The QCA Code recommends that companies submit both their annual remuneration report and their remuneration policy to an advisory shareholder vote. At present, the Remuneration Committee is in the process of developing a remuneration policy that reflects the Company’s strategic objectives, aligns with shareholder interests, and supports long-term value creation. Given that this work is ongoing, the Company is not yet in a position to put the remuneration report and policy to an advisory vote. The Board remains committed to progressing towards full compliance with this aspect of the QCA Code and will keep shareholders informed of developments as the remuneration policy is finalised.
The Board recognises the importance of providing its stakeholders, including shareholders and investors, with clear and transparent information on the Group’s activities, strategy and financial position and does so in a number of ways, including:
- • the Company’s Annual Report and Accounts;
- • full-year and half-year results announcements;
- • other regulatory announcements;
- • the Annual General Meeting;
- • update meetings with existing shareholders; and
- • disclosure of all shareholder voting on Annual General Meeting resolutions in a clear and transparent manner.
The Group’s contact details are on the website should stakeholders wish to make enquiries of the management.
The Group’s regulatory announcements, Annual Reports, Circulars and Notices of Annual General Meetings can be found on the Investors section of the Company’s website.
The Company has published all of the disclosures set out under Principles 1-10.
Date last reviewed: 29 September 2025.
