Corporate governance

The Quoted Companies Alliance’s (QCA) Corporate Governance Code that the Board has adopted is designed to ensure that the Company delivers long-term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. The Board recognises that its decisions regarding strategy and risk will affect the corporate culture of the Company as a whole and in turn the performance of the Company. An integral part of the Company’s activities is centred upon open and respectful dialogue with investors, whether they be individuals or corporate. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does.

The Board reviews investor engagement, public relations and health and safety performance as a routine part of every board meeting to ensure these cultural objectives and the principles defined in QCA code principles 2 – 4, 8 and 10 are being met.

The Board meets regularly throughout the year and during 2024 there were 10 full Board meetings. In addition, the Board held ad hoc meetings to deal with non-routine business throughout the year. The table below shows the number of full meetings held and the individual Director attendance, with all Directors’ attending respective meetings.

The Board understands that good corporate governance is an important factor in creating a sustainable and efficient business and considers that it does not depart from any of the principles of the QCA.

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

The Group designs, manufactures, sells and supports cutting edge computer products, systems and mission-critical solutions used in high-performance markets by some of the world’s major original equipment manufacturers.

The Strategic Report section of our Annual Report and Accounts explains the Group’s business model and strategy, including the key risks in execution and how we address those risks.

Our business model is designed to promote long-term profitable growth and cash generation.

The Group’s growth strategy incorporates organic growth and market share gains together with expansion through acquisitions.

We believe that remaining on AIM is of long-term value to our shareholders as it offers a combination of access to capital markets, flexibility to make acquisitions, incentives and rewards through share option schemes, and a regulatory environment appropriate to the size of the Company.

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

The Company places a great deal of importance on communication with all shareholders. The Company engages with its shareholders through meetings, informal communications and stock exchange announcements. Both the CEO and CFO meet formally with institutional shareholders and equity research analysts, usually after, but not limited to, the interim and full year results announcements. These meetings include progress updates, results presentations, governance discussions and shareholder feedback. Understanding what analysts and investors think about the business is critical for driving our business forward.

Trading and other statements are made via the London Stock Exchange during the year. The Company holds its Annual General Meeting (AGM), at which all shareholders can attend and speak with any member of the Board. The CEO provides a business update at the AGM and shareholders are encouraged to give their views and ask questions.

Additional communication with private shareholders is done via Investor Meet Company as well as other ad hoc investor-facing events, where the CEO and CFO are available to speak on a one-to-one basis. Shareholders also communicate with the Company by completing an online form, emails and by telephone; we respond to their specific questions and inputs as required. Contact information is available on our website and is also included in all announcements and these announcements are available on the Company website.

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

Stakeholders other than shareholders include our employees, customers, suppliers and advisors. These are all key to our short-term and long-term success. More details are provided in the following sections about these key resources and relationships:

Employees

We are not a capital-intensive business but depend upon the skills, capabilities and flexibility of our employees, and our business model depends upon us being agile and responsive.

The ability for the Group to continue to deliver the high-quality goods and services to its customer base is heavily reliant on our team. To this end, the Group understands the importance of hiring and retaining a highly skilled workforce and keeping employee satisfaction high through several initiatives.

The Company has a Public Interest Disclosure Policy in place to facilitate “whistle-blowing” by employees which protects employees who report wrongdoing within the workplace. This includes the disclosure of information that relates to danger, fraud or other unethical conduct in the workplace. The aim of this Policy is to ensure that as far as possible our employees can communicate wrongdoing at work which they believe has occurred or is likely to occur.

Customers

We are dedicated to continually striving to improve the quality of service we deliver to our customers. As a specialist high-technology engineering company, we add value by developing and maintaining in depth understanding of our customers’ needs.

The Company has a system of monitoring customer comments to assess our performance in satisfying their requirements. Customer feedback informs our decisions on the product portfolio.

Suppliers

Given the nature of our supply chain, we must keep in regular contact with key suppliers. This is to allow the Group to be actively connected to our main suppliers’ high technology trends and to ensure continued component delivery to our elevated standards of quality. Supplier relationships are managed across many levels of the Group with regular communication on both strategic matters and day-to-day engagement.

Advisors

The Board maintains a regular dialogue with the Company’s nominated advisor, stockbrokers, lawyers and financial advisors.

These dialogues help ensure compliance with the AIM Rules, governance requirements and other rules and regulations.

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

The Board has ultimate responsibility for the Group’s system of internal controls and for reviewing its effectiveness. However, any such system of internal control can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls that are in place are appropriate for the size, complexity and risk profile of the Group.

The Audit Committee, on behalf of the Board, reviews the risk environment faced by the Group on a regular basis and how the Group manages and mitigates these risks. The Board has effective risk management processes embedded throughout the organisation which includes approval limits, internal policies, codes of conduct, health and safety and IT controls.

The Board receives an assessment of risks from the Executive Directors. This assessment is reviewed at Board meetings. In addition, the Audit Committee also considers the quality and effectiveness of the Group’s risk management procedures.

A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Group’s results, as compared against budget are reported to the Board monthly and discussed in detail at each meeting of the Board. The Group uses a system which includes strategic planning, annual budgets, monthly reviews, KPI (Key Performance Indictors) reporting and forecast updates. Areas covered by this system include revenue, profit, working capital, capital investment and quality.

Despite considerable growth the Group has already sustained, the Board has determined that an internal audit function is not required due to the small size of the Company’s administrative function and the high level of Director review and authorisation of transactions. The Board will keep this matter under review as the Group develops.

The principal elements of the Group’s internal control system include:

• close management of the day-to-day activities of the Group by the Executive Directors

• an organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation whilst minimising risks

• a comprehensive annual budgeting process producing a detailed Group profit and loss account and associated balance sheet, which is approved by the Board

• detailed monthly reporting of performance against budget

• central control over key areas such as capital expenditure authorisation and banking facilities

• an extensive ISO 9001 quality system

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

The Company is controlled by the Board of Directors. The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group.

The Board is highly experienced in the markets it addresses. Through the operation of the Board and the subsidiaries’ President, the Board can monitor the business and respond in a timely manner to issues and opportunities as and when they arise.

The Board considers that Mark Cubitt (Chair), Nat Edington and Issy Urquhart are all independent. Apart from receiving Directors’ remuneration as disclosed in the Remuneration Report included in the Annual Report and Accounts, none receive any performance related remuneration or are entitled to participate in any share option scheme. Mark Cubitt owns 70,000 shares and Nat Edington owns 30,000 shares, all of which were purchased independently. There is no further pecuniary relationship. None of the above Directors have had in the period under review any transaction with the Company or any of its subsidiaries or its directors or senior management or associates which might in any way affect their judgement as to what is right and proper in performing their duties and responsibilities as Directors of the Company. The Board considers that the Chair and the other non-Executive Directors have both demonstrated their independence of character and judgement over the full period of their association with the Company. Neither the Chair nor the other non-Executive Directors represents the interests of any other shareholders.

Executive Directors work full time in the business and have no other outside business commitments.

All Directors retire and submit themselves for re-election at the Company’s Annual General Meeting. No Director can hold office for more than three years without being re-elected.

The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

The Board is supported by the Audit, Remuneration and Nomination Committees. Each Committee has access to the resources, information, and advice that it deems necessary, at the Group’s expense, to enable the Committee to discharge its duties.

The Board has established the Committees with formally designated rules and responsibilities, as set out below. All members of each committee are Non-Executive Directors. The Committees are:

Remuneration Committee

The function of this Committee is to review and recommend compensation strategies to recruit and retain the Chair and other Board members of a sufficient calibre to deliver the Group’s plan. Members are Issy Urquhart (Chair), Mark Cubitt and Nat Edington, all of whom are independent non-Executive Directors.

Audit Committee

The function of this Committee is to review the audited financial statements and the report of the Group’s appointed auditors, and to oversee the procedures relating to risk management. They oversee the effectiveness of resultant corrective and/or preventative measures. Members are Mark Cubitt (Chair), Nat Edington and Issy Urquhart, all of whom are independent non-Executive Directors.

Nominations Committee

This Committee’s remit is to meet as necessary to consider appointments to the Board of Directors and to co-ordinate succession planning. Members are Mark Cubitt (Chair), Nat Edington and Issy Urquhart all of whom are independent non-Executive Directors.

The roles of the Chair of the Board, CEO and Company Secretary are as follows:

Chair

The Chair has overall responsibility for corporate governance and promoting high standards throughout the Group. Leading and chairing the Board is another key responsibility by ensuring that the Committees are properly structured, quorate and have the appropriate information and resources with which to perform their functions. The Chair is instrumental in developing strategy and setting objectives for the Group and overseeing communication between the Group and its shareholders.

Chief Executive Officer (CEO)

The CEO provides leadership and management to the Group. The CEO drives the development of objectives, strategies and performance standards whilst also overseeing and managing key risks that may be present. They also keep the Board updated on employee and other key stakeholders on relevant matters. Investor relations is also a key role of the CEO to ensure that communications with the Group’s existing shareholders and financial institutions is maintained.

Company Secretary

The Company Secretary is responsible for providing a clear and timely information flow to the Board and its Committees and supports the Board on matters of corporate governance and risk. This role is fulfilled by One Advisory. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with. In addition, they can act as a link between the Company and shareholders on matters of governance and investor relations ensuring that the Board is kept informed of their opinions.

Principle 6: Ensure that between them the Directors have necessary up-to-date experience, skills and capabilities.

Each Board member brings a different mix of capabilities, which blend well into a successful and effective team. The Board is satisfied that, between the Directors, it has an effective balance of skills and experience. For example, specialist embedded computing technology and broad experience in sales, operations, international expansion, finance, legal, information technology and capital markets. The Directors maintain their skill sets through practice in day-to-day roles, enhanced with attending specific training where required.

All Directors can take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary.

Board composition is kept under review and the Board is committed to ensuring diversity of skills, experience and gender balance. Where vacancies arise, the Nominations Committee makes recommendations to the Board following a rigorous selection process.

Biographies for each Board member are published both on the Company’s website and on pages 34 and 35 of the 2024 Annual report.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The ultimate measure of the effectiveness of the Board is the Company’s progress against the long-term strategy and aims of the business. This progress is reviewed in Board meetings. The review takes into consideration various criteria such as the effectiveness of the composition of the Board, the approach to its work, its culture and dynamics, its accessibility to information, its success in achieving its goals and the need for succession planning.

The Board is small and focused on implementing the Company’s strategy. However, given the size and nature of the Company, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, but will continue to keep this under review. Assessments of all members of the Board are ongoing to ensure that:

• they are committed to the progress and long-term success of the Group

• their contribution is meaningful and effective

• they are progressing within their role

• high standards of ethics and compliance within the regulatory framework

• if relevant, they maintain their independence

Succession planning is a matter considered by the whole Board from their various points of view (risk, experience, incentivisation etc.). Accountability for approving an approach to succession planning rests with the Board, and responsibility is delegated to the Nominations Committee.

Where possible, the Group seeks to promote staff internally but where internal promotion is not possible, the Group uses external advisors to seek appropriately qualified candidates.

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

The Board is committed to promoting a strong ethical and values driven culture throughout the Group. During 2024, as part of a rebrand, the Group outlined a refined mission statement:

Stiving to be first to market with the latest technology.

This led to the adjustment of Concurrent’s vision:

To excite our customers, colleagues and communities.

Concurrent’s values and culture are integral to the Group’s identity and operations and are clearly communicated to all new employees through inductions sessions and training. These values that are important to the Group include:

• Respect and tolerance

• Importance of the customer

• Innovation, research and development

The Group has various other ethical policy and procedures, and these include:

Anti-bribery Commitment

The Group is committed to the prevention, deterrence and detection of fraud, bribery and all other corrupt business practices, and it is the policy of the Group to conduct all of its business activities with honesty, integrity, and the highest possible ethical standards.

Group-Wide Dealing Policy

The Group has a Group-Wide Dealing Policy that imposes restrictions on transactions in the Company’s securities beyond those imposed by law. Its purpose is to ensure that Directors, Employees and other restricted persons do not abuse or place themselves under suspicion of abusing inside information that they may have (or perceived to have), such as in periods leading up to an announcement of the Company’s annual and interim results.

Disaster Recovery

The Company and its subsidiaries in the US have Disaster Recovery Plans in place.

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

The Board, holding overall responsibility for promoting the success of the Group, met for ten full meetings in 2024. For these meetings reports are produced in relation to finance, sales, marketing, engineering and operations.

The Board regularly reviews its governance framework to ensure it is fit for purpose and carries out annual reviews of the Committees’ terms of reference. The CEO and Chair have regular calls to discuss current issues with a wide variety of topics. The Chair also has individual sessions with other directors to discuss the business.

A formal Board programme is agreed before the start of each financial year. This is structured to align with the Group’s annual financial programme.

The Board is responsible for the long-term performance of the Group. Specific matters are reserved for the Board including Group strategy, corporate and capital structures, approval of key financial matters (annual and interim results, budgets, dividend policy) and Board membership and remuneration.

The Board is committed to an improvement in its governance approach and aims to enhance and develop compliance with best practice as appropriate for the size of the Company.

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

The Group places a strong emphasis on good corporate governance and maintaining an effective engagement with its shareholders and other key stakeholders. This is considered integral to the longer-term growth and success and aims to ensure that all communications concerning the Group’s activities are fair, balanced and understandable. Communications with shareholders and other key stakeholders are described in detail above.

The results of the voting at the AGM held on 12 June 2025 can be seen on the Company’s website. All the resolutions proposed at the last AGM passed.

The Company’s website includes historic annual accounts here and AGM notices here for the last five years.

In formally adopting the Code as its governance framework, the Board has reviewed all aspects of compliance and has acted to improve disclosures on its website. The above information is provided for the purpose of Rule 26 of the “AIM Rules for Companies”.

Last Updated: 04 August 2025