Our corporate governance code The Ordinary Shares will be admitted to trading on AIM and Elixirr is required to comply or explain against a recognised corporate governance code. The Directors have determined that the most appropriate recognised corporate governance code for the Company to adopt at the current stage of its development is Quoted Companies Alliance (QCA). View our code Board committees The Board is supported by Audit & Risk and Remuneration Committees. The Committees are responsible for reviewing the effectiveness of their terms of reference, as appropriate, and for making recommendations to the Board for changes where necessary. The minutes of Committee meetings are circulated to all Committee members, and reports on each Committee meeting are given by the Committee chairman to the Board. From time to time, separate committees may be set up by the Board to consider and address specific issues, when the need arises. Audit & risk committee The Audit & Risk Committee’s principal responsibilities cover internal control and risk management, external audit (including the independence of the external auditor), internal audit and financial reporting. The Audit & Risk Committee comprises: Charlotte Stranner (Chair) and Simon Retter. Graham Busby (CFO), Nick Willott (Finance Director) and Ian Ferguson (General Counsel) also attend all committee meetings. View terms of reference Remuneration committee The Remuneration Committee is responsible for setting the remuneration and benefits of the executive directors. Our remuneration policy aims to attract, retain and motivate high-calibre directors who will create shareholder value. The Remuneration Committee comprises: Gavin Patterson (Chair), Simon Retter and Charlotte Stranner. Other individuals such as the CEO, Stephen Newton, may be invited to attend for all or part of any meeting, as and when appropriate and necessary. The Company Secretary (Nick Willott) acts as the secretary of the Committee. View terms of reference Nominations Nominations (for Board members) are decided by the Board as a whole. Board of directors This information was last updated on 31st May, 2023 Chairman’s introduction As Elixirr’s Non-Executive Chairman I am dedicated to leading the Board and overseeing the firm’s governance and performance, ultimately ensuring success for its shareholders. In my role, I provide external advice, counsel and support to the Chief Executive Officer also playing an active role in business growth activity where appropriate. I am an active participant in specific governing committees and attend all company Board meetings. The Board is comprised of a 50:50 split of experienced Executive Directors with a deep knowledge of the inner workings of the business, and externally appointed Non-Executive Directors who bring a unique mix of cross-industry expertise and experience. This board make-up is designed to provide the right balance and effectiveness to function on behalf of all Elixirr’s shareholders and stakeholders. We also have two board sub-committees: a Risk & Audit Committee and a Remuneration Committee. Following the recent AIM admission in July 2020, Elixirr will focus on fulfilling its corporate governance transition from a private to a public company. This includes applying the QCA code (which the remainder of this document seeks to describe), detailing how Elixirr achieves an appropriate balance of skills and experience to deliver its strategic vision and objectives, and outlining the sub-committees of the Board. We will continue to review our application of the market standard principles and develop our governance structures and processes in ways that reflect the evolving needs of Elixirr’s shareholders, employees, clients and wider stakeholders. Gavin Patterson JULY 2020 10 Principles of The Quoted Companies Alliance 1 Establish a strategy and business model which promote long-term value for shareholders In collaboration with the rest of the Board and leadership team, the Chief Executive Officer owns the development and delivery of Elixirr’s long-term strategy and maintains the firm’s robust business model for its shareholders. The appropriateness of this strategy to deliver long-term value to shareholders is discussed with the Board, while the execution of it is supported by the Management team. Elixirr has been driven by four key values since it was established – ‘Collaborative’, ‘Entrepreneurial’, ‘Creating a Legacy’, ‘Beyond Expectations’. On this basis, the firm has grown to its current size in a fast, entrepreneurial manner, while managing risk to a minimum and operating responsibly throughout. Growth to date has been largely organic but the Company has also experienced success in inorganic growth following its acquisition of Den Creative in 2017. The Company’s strategy is to continue to pursue a combination of both organic and inorganic growth, using strong core business growth as a base for building a ‘house of brands’ through select acquisitions. Organic growth Thus far, organic growth has typically been delivered in conjunction with continued diversification and differentiation in the global markets Elixirr has chosen to focus on. This has driven consistent increases in revenue, supported by the established presence it has built and an extensive service offering. This, combined with a flexible and bespoke approach to working with clients, has proven to be successful. Since forming, Elixirr’s capabilities have diversified substantially and will continue to grow with the needs of clients, ensuring it is at the forefront of market trends. Likewise, the firm continues to grow its geographical presence and sector penetration, and its established client-centric model and market presence allow the business to capitalise on business trends as they emerge. Inorganic growth Elixirr has deliberately and strategically undertaken diversification of its core services, allowing it to enter a wider variety of markets, geographies and industries to date. Going forward, the Directors intend to look for opportunities to grow inorganically through a ‘house of brands strategy’. This is a structured approach to identify strategically aligned acquisition opportunities that develop its presence in one or more new capabilities, geographies or industries. The firm’s inorganic growth to date has been successful and carefully managed in terms of risk, with one successful company integration already established. The Directors intend to continue this successful growth story in an effective and prudent manner. 2 Seek to understand and meet shareholder needs and expectations The Board endeavours to provide consistent, strong and accessible communication to its shareholders and recognises that continuous dialogue and feedback is important to ensuring its long-term success. Material information in relation to Elixirr is made publicly available via the London Stock Exchange’s Regulatory News Service (‘RNS’). Through annual/interim reports and results combined with investor announcements, primarily displayed through the company’s website, shareholders will be kept updated on the firm’s activities and key successes. Shareholders are given the opportunity to raise questions at the Annual General Meeting and the Directors are available both before and after the meeting for further discussion with shareholders. Members of the Board will continue to meet with institutional investors and analysts to discuss performance information about Elixirr, to discuss matters such as any material changes to the business and ensure the alignment of knowledge on business performance and strategy. Moreover, Elixirr will continue to review opportunities to meet with retail investors. Members of the Board are available to discuss particular matters of concern as they arise, contactable via investor-relations@elixirr.com. 3 Taking account of wider stakeholder and social responsibilities and their implications for long-term success Elixirr’s vision is to build the best consultancy in the world, in alignment with its core values of ‘Entrepreneurialial’, ‘Collaboration’, ‘Creating a Legacy’ and ‘Beyond Expectations’. Elixirr encourages its employees and contractors to work collaboratively to produce innovative solutions, high quality outcomes and build lasting client relationships. In doing so, Elixirr’s business model recognises that a large group of stakeholders hold interest in the Company’s ongoing success and responsible operation. Elixirr’s key stakeholders are its clients to whom it strives to provide independent and value-adding advice while exceeding client expectations with its delivery capabilities. Other key stakeholders include shareholders and employees. Where relevant, a strong dialogue is maintained with clients, shareholders and employees, and the exchange of feedback, knowledge and perspectives about Elixirr is promoted. As a firm, Elixirr believes that its culture of feedback is key to its growth, both on an individual scale and as an organisation. Elixirr also recognises the impact that business activities can have on the communities in which it operates. The Elixirr Foundation seeks to actively cover its social responsibilities through partnering with charitable organisations in all of its key geographies. Additionally, employees are granted two days per year to undertake charitable work of their choice to support communities and non-profit organisations. Elixirr considers its corporate social responsibilities and how these issues are integrated into its long-term strategy. These policies have been integral in the way group companies have done business in the past and will continue to play a central role in influencing Elixirr’s practice in the future. Elixirr is committed to maintaining and promoting high standards of business integrity through its core company values. 4 Embed effective risk management, considering both opportunities and threats, throughout the organisation Elixirr has an experienced Board of both Executive and Non-Executive Directors and a team of relevant, qualified professional advisors to proactively address all aspects of risk. The Board aims to set policies that attempt to limit and mitigate ongoing risk as much as possible, without unduly affecting Elixirr’s core values, competitiveness and flexibility. This approach is intended to serve the interests of creating lasting shareholder value while also protecting Elixirr’s corporate culture. Elixirr manages risk closely in order to limit any potential adverse effects on the implementation of its organic and inorganic growth strategy, its performance and the interests of its stakeholders. It does this by actively promoting the identification and management of risk at its leadership meetings with the management team and Board. Management of the core risks to the business is fostered in the key commercial processes and the regular activities of the Management Team. The executive directors are integrated in the daily operations of Elixirr and represent the day-to-day functioning of the business to the Board. Detailed financial reports and management reports of Elixirr’s performance are provided, reviewed and actioned on regularly. 5 Maintain the board as a well-functioning, balanced team led by the chair The Board consists of six Directors: three Non-Executive Directors and three Executive Directors. The three Non-Executive Directors are independent, in line with QCA code guidance, and Elixirr believes that the balance in the Board is suitable for the current size of the company. The Non-Executive Directors of the Board have been selected with the objective to further support the breadth of skills and experience of the Board, and bring constructive challenge to the Executive Directors. The Non-Executive Directors are also responsible for the effective running of the Board’s committees and ensuring that the committees support the strategic priorities of the Board. The Board members are as follows: Gavin Patterson (Non-Executive Chairman) Charlotte Stranner (Non-Executive Director) Simon Retter (Non-Executive Director) Stephen Newton (CEO) Graham Busby (CFO) Ian Ferguson (General Counsel) The committees put in place by Elixirr include an Audit & Risk Committee as well as a Remuneration Committee. Details about these committees and the formal terms of reference can be found on the Company’s website. The composition of the Board and its committees provide a desirable range of skills, personal qualities and experience for delivering the strategy of Elixirr. Nominations for both the Board and its sub-committees will be undertaken ad hoc. All Non-Executive Directors are part-time while Executive Directors are committed on a full–time basis.To fulfil their obligations, the Board is satisfied that each of the Directors has enough time to commit to Elixirr’s business. The committee and Board schedule are prepared in advance of each financial year to facilitate attendance and allow for adequate time for appropriate consideration of the agenda items. 6 Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities As “the challenger consultancy” and an AIM-quoted company, Elixirr requires a broad range of capabilities, skills and competencies to be recognised on its Board, including experience in financial services, business operations, agile product development, management consulting and innovation. The Board confirms that its members have a suitable combination of backgrounds, knowledge and personal qualities to meet this requirement and deliver high quality service centred on its core objectives. Three of the Board members are qualified accountants. Biographical details of the Directors, outlining their relevant experiences and ability to continually update their skillsets, are provided in the directors’ section of the website. 7 Evaluate board performance based on clear and relevant objectives, seeking continuous improvements Elixirr currently conducts annual monitoring of both corporate and personal performance. Agreed personal objectives and targets are determined each year for the Executive Directors and leadership team and performance is measured against these metrics. The independent non-executive Chairman undertakes the responsibility of assessing and monitoring the performance of the executive directors. The Board evaluates its performance on intervals considered sufficient to ensure continuous Board effectiveness. 8 Promote a corporate culture that is based on ethical values and behaviours The culture of Elixirr is promoted through its core values: ‘Entrepreneurial’, ‘Collaboration’, ‘Creating a Legacy’ and ‘Beyond Expectations’. Although the Board recognises the need to lead by example to instil Elixirr’s overarching culture, it is encouraged for all members of the workforce to respectfully and logically challenge ideas to further enhance ethical values and diversity. Elixirr is an equal opportunities employer and encourages diversity at all levels. The Elixirr values are embedded in Elixirr’s leadership and throughout the organisation. The recruitment process entails several rounds of interviews that incorporate relevant examination criteria that must be met. Assessment centres with larger groups of candidates are also part of the recruitment process and encourage teamwork and collaborative thinking under time constraints. New recruits are warmly welcomed to the firm. Both new joiners and currently enrolled employees are assigned a partner coach (mentor) and are encouraged to meet regularly.The aim of partner coaches, who mentor between 6 and 8 employees, is to create effective communication channels, aid employee development and enhance cultural benefits. Employees are also assigned a “buddy” of similar grade to help foster the Elixirr culture and promote effective teamwork. Employees are encouraged to seek and give regular feedback to colleagues and mentors to boost personal development and manage performance. Employees are given the opportunity to proactively undertake additional activities for their own development. Additionally, Elixirr hosts regular learning and education sessions for its workforce to encourage further personal development and seeks to continually improve the workplace environment for its employees. 9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the board Elixirr operates governance structures and processes appropriate to the size of the company. The CEO works with the Executive team to set the company’s strategy that is then discussed andconfirmed with the Board. Any decisions between and within these governance structures are reached through an open and constructive dialogue. The Chairman ensures that no individual Director dominates discussion or decision making and that the dynamics of the Board are functional and productive. The Chairman is also responsible for ensuring that the connections are strong between the Board and the executive team, and the Board and the shareholders. The CEO is responsible for the daily leadership and for implementing the strategic goals agreed with the Board. In order to fulfil Elixirr’s objectives and facilitate effective decision making, the Board has established two Board committees, as discussed in Principle 5. If the Chairman believes that appropriate corporate governance framework changes should be made as a result of the evolving needs, size and/or nature of the business, these will be reviewed and discussed with the CEO before making improvements to Elixirr’s governance. 10 Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Elixirr emphasises the importance of quality corporate governance and maintaining an effective engagement with its shareholders and key stakeholders. These are deemed to be integral to long–term growth and success. The main communication channels with shareholders will be the London Stock Exchange’s Regulatory News Service (‘RNS’), financial reports and the website. The award-winning website is updated regularly, including details of new senior hires, the latest announcements and activities and performance. The Company reports formally to its shareholders and the market generally twice each year with the release of its interim and full year results. These reports contain full details of all the principal events of the relevant period together with an assessment of current trading and future prospects and are made available via the Company’s website. Stakeholders can subscribe for regular announcements, reports and events. The leadership team maintains regular dialogue with clients and employees through various weekly, monthly and quarterly meetings. Meetings with shareholders are offered via the Company’s broker to discuss strategy and financial performance immediately after the full year and interim results announcements.
