Corporate Governance

CHAIRMAN’S INTRODUCTION

The London Stock Exchange AIM Rule 26 requires AIM quoted companies to:

• give details of a recognised corporate governance code it has decided to apply;
• to explain how it complies with its chosen code; and,
• an explanation of why and where it departs from its chosen code.

I am pleased to present to you this year’s Corporate Governance Report. In the statement below, I set out our approach to governance, and how the Board and its Committees operate.

CORPORATE GOVERNANCE CODE

The Company is listed on AIM and is committed to ensuring the operation of high standards of corporate governance. It has adopted The Quoted Companies Alliance Code 2018 (“the QCA Code”) as its governance code and has put in place procedures and policies to comply. The Company has complied with the principles of the QCA Code throughout the year.

The Board acknowledges that the QCA published a new 2023 code in November 2023 replacing the 2018 code for accounting periods commencing on or after 1 April 2024. The Company intends to adopt the 2023 code at the appropriate time and is undertaking a review of the new requirements to ensure its continued compliance with the code and maintenance of the highest standards of corporate governance.

THE ROLE OF THE CHAIRMAN

The Non-Executive Chairman, Christopher Satterthwaite, has ultimate responsibility for leadership of the Board and, the quality of, and the Group’s approach to, corporate governance. Our strong governance structure has continued to provide a firm base from which the Group, led by the Board, could respond to the unprecedented challenges and protect the long-term interests of our stakeholders during this extended period of uncertainty.

MATTERS RESERVED FOR THE BOARD

The Board is ultimately responsible for the strategy, and overseeing the performance of, the Company. The full schedule of matters reserved for the Board is available below.

Matters reserved for the board

APPLICATION OF THE QCA CODE

During the year, and in support of the Group’s medium to long term success, the Board has continued to apply the principles in the QCA Code as the most appropriate governance model for the Group. The following demonstrates how each of those ten principles has been addressed:

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

The Group’s strategy and business model are designed to promote long-term value for shareholders and stakeholders by maintaining the Company’s position as a martech leader The strategy and business model are developed by the Chief Executive Officer, Chief Financial Officer and senior management team, and approved by the Board in line with the Group’s vision and mission.

The Group’s strategy, business model and linked key performance measures are set out within the Strategic Report

2. Seek to understand and meet shareholder needs and expectations

The Board places great importance on having positive, sustainable relationships with all shareholders and seeks to ensure that an appropriate and proactive level of dialogue is in place. The Executive Directors have primary responsibility for engagement with shareholders and operate a regular programme of investor engagement which includes presentations following the announcement of financial results, which are published on the Group’s website to ensure they can be accessed by all shareholders. The Executive Directors provide regular updates to the Board on the outcome of shareholder meetings to ensure that the Board is kept up to date and aware of shareholder’s views. The AGM provides an important opportunity for shareholders to engage directly with the board and enables shareholders to ask questions on the business of the AGM and the performance of the Group. Contact details for shareholders are available on the Group’s website to support open channels of communication and feedback. The Notice of the AGM is sent to shareholders at least 21 days before the date of the meeting and all Directors routinely attend the AGM and are available to answer questions raised by shareholders.

Where shareholder voting decisions are not in line with expectations, the Board will engage with shareholders to understand the reasons for this.

The Group’s main point of contact for shareholder engagement is the Chief Financial Officer, Mark Fautley.

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

The Board considers its key stakeholders to be its employees, customers, shareholders, suppliers and the communities and environment in which it operates. Consideration of our stakeholders’ feedback is fundamental to our key business decision making and the formulation of strategy. The Group takes its corporate social responsibilities seriously and continuously works to strengthen relationships with all its stakeholders. Access Intelligence engages with its employees through workshops and anonymous opinion surveys to gather feedback on all aspects of employment within the Group. Employees are provided with regular updates on business activities through the Company’s internal intranet page. Employee performance reviews are conducted annually and managers are encouraged to hold regular, informal one-to-one sessions with each of their direct reports to discuss and identify any individual training and development needs.

Our customers are central to our business and without them we would not exist. Access Intelligence listens to its clients and takes onboard their feedback to ensure that the platforms evolve, and technology used continues to meet the demands of its customers. The Board receives regular updates from management regarding new client wins, existing client relationships and the client pipeline.

The Group’s policy with regard to the environment is to ensure that the actual and potential environmental impact of its activities are managed at all times and that the Group complies with legal requirements regarding the environment in all areas where it carries out business.

The Group has partnered with charities to provide pro bono marketing support and has encouraged regular fundraising activities amongst its employees. Several donations were made through the year and in aggregate were less than £2,000.

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

The Board has ultimate responsibility for the Group’s risk management process and is supported in
this by the Audit Committee. The Board is responsible for the identification and evaluation of risk
and for ensuring that the Group has appropriate systems and controls in place for effective risk
management.
The Group’s policy on risk management covers all significant business risks to the Group, including financial, operational and compliance risks that could be barriers to achieving our business objectives.

The Board monitors risk and control processes across headline risk areas and other business-specific risk areas. At each Board meeting Group performance is reviewed, including both financial and non-financial key performance indicators (“KPIs”), as well as the consideration of new threats and opportunities presented to the Group.

The Group has formalised its risks into a risk register which is designed to provide the Board with a consistent, Group-wide perspective of the key risks. Whilst the Board is ultimately responsible for risk our culture seeks to empower all employees to manage risk effectively.

The Group’s controls are designed to manage risks rather than eliminate them. Mitigation can only provide reasonable, but not absolute, assurance against material misstatement or loss. As such the Group maintains appropriate insurance cover for its activities, with the types of cover and insured values being reviewed on a periodic basis by the Board. The principal risks and uncertainties that the Board believe could have a severe impact on the Group’s business and the corresponding action the Group, led by the Board, is taking in order to manage them are detailed in our Annual Report and Accounts.

5. Maintain the board as a well- functioning, balanced team led by the chair

Our Board of Directors comprises a Non-Executive Chairman, a Senior Independent Director, two independent Non-Executive Directors and two Executive Directors. Christopher Satterthwaite, as Non-Executive Chairman, is responsible for leading the Board and for both the quality of and approach to corporate governance. Joanna Arnold, as Chief Executive Officer, is responsible for running the business and implementing the Group’s strategy. The Board considers itself to be adequately resourced to discharge its governance responsibilities and sufficiently independent, in line with the QCA Code. All of the Non-Executive Directors are considered by the Board to be independent and are required to spend at least two days per month on Company business. The Board follows a pre-approved annual schedule of meetings and during the year met 7 times.

The Board has a formal schedule of matters reserved for its approval and is supported in its work by an Audit and Remuneration Committee which are each chaired by an Independent Non-Executive Director. The full schedule of matters reserved for the Board is available on our website www.pulsargroup.com/investors/. The Board has not appointed a Nomination Committee as it has concluded that given the size of the Group this function can be effectively carried out by the Board.

The Board works as a team exploiting its members’ in-depth experience of strategy, technology, international and financial matters. Meetings are characterised by debate and active idea generation and management are rigorously challenged and held to account. All Directors are subject to election by shareholders at the first AGM after their appointment to the Board and will continue to seek re- election at least once every three years.

The biographies of all Board members are available at https://www.pulsargroup.com/pulsar-group-board/

Details of attendance by Directors at Board meetings is disclosed in the Annual Report and Accounts.

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

The Board regularly reviews its composition to ensure that it has the necessary breadth and depth of skills to support the ongoing development and growth of the business. The Board is satisfied that it has a suitable mix of skills and competencies covering all essential disciplines to bring a balanced perspective that is beneficial both strategically and operationally to enable the Group to deliver its strategy for the benefit of its shareholders over the medium to long-term. 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 but not limited to gender balance.

The Directors keep their skillset up to date with ongoing training, attending business conference and briefings and are individually assessed on an annual basis through the annual evaluation process through which their performance against predetermined objectives is reviewed and their personal and professional development needs considered. The Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Group’s advisers where appropriate.
In addition, the Board members have had full access to the services of the Corporate Secretary, a role carried out by Beyond Governance Limited who provide expert advice to the board and minute each meeting. Each Director is aware of the right to have any concerns minuted and to seek independent advice at the Group’s expense where appropriate.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board and its committees undertake a performance evaluation annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. An evaluation of the Board and Committees performance was conducted during the year facilitated by the Corporate Secretary, Beyond Governance Limited, which involved observation and assessment of the Board and its committees in operation as well as completion of a detailed questionnaire by each director. The criteria assessed as part of the evaluation included succession and capacity planning in addition to Board and committee composition.

The Board regularly reviews its composition, particularly in conjunction with succession planning, and may utilise the results of performance evaluations when considering this composition and/or succession planning. Succession is seen as a vital task for the Board and is regularly reviewed.

All Directors undergo a performance evaluation before being proposed for re-election to ensure that their performance continues to be effective, where appropriate they maintain their independence and that they demonstrate continued commitment to the role. Formal performance reviews are carried out annually with all Executive Directors.

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

The Board seeks to promote and maintain a culture of integrity across all businesses within the Group and to ensure that the highest standards of integrity and ethics are demonstrated through the Company’s objectives, strategy and business model. These standards are enshrined in the Group’s written policies which are accepted by all employees and reviewed during the annual performance review.

An open culture is encouraged within the Group, with employee feedback sought and regular progress and performance updates provided to all employees. We run a people and talent management programme which together with in-person and virtual Town Hall presentations and training have provided additional opportunities for the Board to promote and monitor a healthy corporate culture.

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

The long-term success of the Group is the responsibility of the Board of Directors, which comprises four Non-Executive Directors and two Executive Directors. The Executive Directors have responsibility for the operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions.

The Board considers that the Company’s governance structures are appropriate for the size, complexity and risk profile of the Company. Governance arrangements will be reviewed as and when required to ensure they remain appropriate. The Chairman has ultimate responsibility for the operation, leadership and governance of the Board. 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 Corporate Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with. The Board reviews the schedule of matters reserved for the Board and each Committee reviews its terms of reference on a regular basis to ensure they remain fit for purpose and support good decision-making.

The Board has established two committees, an Audit Committee and a Remuneration Committee, with formal terms of reference https://www.accessintelligence.com. Each Committee is chaired by an independent Non-Executive Director and membership of both during the year under review comprised exclusively of Non-Executive Directors. The Board receives support and information from the executive management team and the Group’s senior managers.

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

The Board recognise the importance of providing shareholders with clear and transparent information on the Group’s activities, strategy and financial position and does so in a number of ways, including:

• the Group’s Annual Report and Accounts;
• full year and half year announcements;
• other regulatory announcements;
• the Annual General Meeting;
• update meetings with existing shareholders; and
• disclosure of all votes in a clear and transparent manner.

A range of corporate information, including annual reports for the last five completed financial years, full and half year results announcements, notices of General Meetings for the last five completed financial years and other regulatory announcements, is also available to shareholders, investors and the public through the Group’s website.

Access Intelligence is subject to the UK City Code on Takeovers and Mergers.

Please see below for details on the Audit, Nomination and Remuneration Committees together with the membership of those committees.

Audit Committee

The audit committee comprises of S Vawda and C Satterthwaite and is chaired by S Vawda. It is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on. Where required, meetings are held with the Group’s auditors to review their reports on the accounts and the Group’s internal controls.

It also reviews the performance of the Group’s auditors to ensure an independent, objective, professional and cost-effective relationship is maintained. As well as reviewing the Group’s published financial results, the committee reviews the Group’s corporate governance processes (including risk analysis), accounting policies and procedures, reporting to the Board on any control issues identified.

Audit Committee terms of reference

Remuneration Committee

The remuneration committee consists of C Pilling and C Satterthwaite, and is chaired by C Pilling. The committee’s aim is to ensure that the Executive Directors and senior management are rewarded for their contribution to the Group and are motivated to enhance the return to shareholders in a way that is aligned to the delivery of the Company’s strategic objectives. The remuneration committee is responsible for reviewing the performance of the Directors and setting their remuneration and meet at least twice annually and on an ad hoc basic as required..

Remuneration Committee terms of reference

Nomination Committee

The Board has not appointed a nominations committee as it has concluded that given the size of the Group this function can be effectively carried out by the Board.