Corporate Governance

The Company’s purpose, strategy and business model are designed to promote long-term value for the Company’s shareholders. The principal activity of the Group is the development, marketing, manufacture and supply of personal care, beauty and fragrance products, which includes the development of brands.

The Board undertook a comprehensive review of the Group’s strategy over the past year with the development of a strategic plan covering the next five years. The aim of the strategic review was to accelerate the growth in revenue and profit before tax by building upon the strengths of the Group. The goal is to deliver significant above trend improvements in shareholder return whilst protecting the interests of all stakeholders.

The strategic review has clarified the Group’s growth priorities, as set out in the Group Strategic Report in the FY26 ARA, and identified the key drivers for delivering the revenue and profit growth, as detailed in the CEO’s report in the FY26 ARA.

A continual review of market dynamics, the Company’s customers and their strategies, category opportunities and product portfolio optimisation is undertaken throughout the year in order to ensure that the key strategic objectives are relevant and achievable. These are reviewed and monitored by the main Board and senior management to ensure consistency in approach. The goal is to deliver a consistent, stable business that creates increasing value for all stakeholders.   A more detailed description of the Group’s strategy and business model and key strengths and challenges is set out in the Group Strategic Report in the FY26 ARA.

The board recognises the importance of establishing and maintaining a positive corporate culture based on ethical values and behaviours. The Company is committed to maintaining the highest standards of integrity, transparency, and accountability and conducting all its business with honesty and ethical standards, ensuring that professionalism and fairness guide every business interaction and relationship. These values are essential to the delivery of the Company’s purpose, strategy and business model.

The Group is committed to operating in an honest way and without the use of corrupt practices or acts of bribery to obtain an unfair advantage. The Board recognises the importance of maintaining integrity throughout all operations processes and monitors ongoing suppliers’ performance, including adherence to the Company’s Modern Slavery and Human Trafficking Statement, through regular due diligence exercises. The Group is also mindful of its wider responsibilities as a significant local employer in both its principal locations and of its contribution to the local economy, both where it and its suppliers are based. The Group offers an open and inclusive culture where employees are offered the opportunity to progress within the business.

The Group has implemented, inter alia, the following policies to help ensure appropriate values and behaviours:

• Anti-Bribery and Corruption Policy;
• Whistleblowing Policy;
• Share Dealing Policy;
• Modern Slavery and Human Trafficking Policy; 
• Environmental Policy;
• Code of Conduct Policy;
• Equal Opportunities and Diversity Policy; and
• Staff Handbooks covering staff discipline, grievance procedure, health and safety regulations, and the Group’s non-discrimination policy. 

The Company is dedicated to fostering transparent and open communication with its shareholders, ensuring that its purpose, strategy, business model and performance are clearly understood. The Board places significant importance on maintaining open lines of communication with shareholders and engaging with them in a way that is meaningful to them, aiming to understand their perspectives. In making decisions, the Board carefully considers the interests of stakeholders and the long-term implications of those decisions.

The Directors regularly engage with institutional shareholders, particularly following the announcement of the full-year and half-year results, to ensure that their expectations are fully understood by the Board. This communication is actively led by the Chief Executive Officer (CEO) and the CFO. Additionally, the Company’s AGMs provide a valuable forum for direct interaction between the Board and shareholders.

The Board is always open to addressing shareholder enquiries and welcomes feedback from key stakeholders. Shareholder questions and requests can be directed to info@potterandmooreplc.com.

The Board carefully considers the interests of shareholders and all relevant stakeholders in accordance with section 172 of the Companies Act 2006.

The Board regularly reviews principal stakeholders and how the Company engages with them. The stakeholder voice is brought into the boardroom throughout the annual cycle through information provided by management and by direct engagement with stakeholders where appropriate. The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision-making.

For further details on how the Company understands and addresses shareholder needs and expectations, please refer to Principle 3 above.

The Directors believe that good relationships with the Company’s customers are a key component in the long-term success of the group. These relationships are based on commitment to provide customers with quality, service and innovation. The Company serves a broad range of customers, from premium department stores to value-focused discounters, benefiting from strong retailer demand for innovative, ingredient-led products at competitive price points. The Group recognises the growing importance of effective engagement with end consumers who purchase through a range of digital channels.

The Directors recognise the crucial role of all the Company’s employees in the success of the Group and are committed to enhancing its methods of engagement with them. This is performed in various ways, including regular briefings, direct communications (e.g. through text messages), and regular meetings with employee representatives through works councils. The Company has a Whistleblowing Policy to enable employees to raise concerns in confidence and ensure appropriate actions are taken. For further details on how the Company ensures that its practices towards its employees are consistent with the Company’s values, please refer to Principle 2 above.

A comprehensive overview of the Company’s engagement with key stakeholders, including customers, employees, suppliers, communities, and shareholders, can be found in the Group Strategic Report of the FY26 ARA. The Strategic Report also contains a report on Climate-Related Financial Disclosures.

Effective risk management is critical to executing the Company’s strategy and requires a robust framework for identifying, managing, and mitigating the principal risks. The Company must also ensure it identifies emerging risks in a timely manner. The Directors, together with the Company’s advisers, regularly assess the effectiveness of the existing procedures and believe they are appropriate for the nature and scale of the Group’s operations. The Board is committed to ensuring that the management structure and the integrity of personnel align with the needs of the Group.

The Company has implemented a risk register that is regularly discussed at the Audit and Risk Committee meetings before being brought for review by the Board. The maintenance of the risk register further strengthens the Company’s risk management processes.

The Board is responsible for establishing and maintaining the Company’s system of internal controls, with the Audit and Risk Committee supporting the Board in fulfilling its responsibilities in this area. This includes but is not limited to strategic planning, the approval of annual budgets, regular monitoring of performance against budget (including thorough investigations of significant variances), management of capital expenditure, and the maintenance of accurate accounting records. The Board has established a process for managing the significant risks faced by the Group. This ongoing process is reviewed regularly by the Board.

The Audit and Risk Committee regularly considers the auditor’s independence, in particular ahead of the Company’s year-end audit.

Further details on the principal risks and uncertainties identified by the Company and key procedures to provide effective internal controls are outlined in the Group Strategic Report of the FY26 ARA.

The Board comprises the Non-Executive Chairman, the CEO, the Group Deputy Managing Director, and three Non-Executive Directors, one of whom is considered independent. Biographies of each of the Board members can be accessed under the Board and Management section of the Company’s website.

The Board has concluded that Paul Watts is independent in character and judgment. The rest of the Non-Executive Directors are considered to be non-independent. As a result, the Board does not meet the QCA Code’s recommendation for at least half of the Board to be independent Non-Executive Directors and of having at least two independent Non-Executive Directors on the Board. However, the Company is currently conducting a recruitment process to appoint a new independent Non-Executive Director. The Company does not currently have a senior independent director (SID) but the Board reviews the need for a SID on a regular basis.  

The Board convenes at least six formal meetings annually and may meet on an ad hoc basis as needed. A formal schedule of matters reserved for decision by the Board is in place and is available under the Corporate Governance section of the Company’s website.

Each Director dedicates the necessary time to their role to ensure they fulfil both their individual and collective responsibilities effectively. The Board is kept informed of any other commitments or interests held by its Directors to be able to manage and resolve conflicts of interest timely. Any changes to these commitments and interests are disclosed to the Board and, where necessary, approved. All individual directors stand for re-election at the Company’s AGM.

The Board is supported by an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee, with further details available on the Company’s website, including the terms of reference for each committee. The Audit and Risk Committee comprises Paul Watts, who serves as Chair of the Committee, together with Bill Glencross as a member of the Committee. The Remuneration Committee comprises Paul Watts and Brian Geary and meets not less than twice a year and at such other times as required. The Nomination Committee comprises and is chaired by Paul Forster, with other members including Paul Watts and, Brian Geary. It meets not less than once a year and at such other times as required.

On AIM admission, the Company updated its governance policies, including matters reserved to the Board and the Committee terms of reference, to reflect the AIM Rules and the QCA Code recommendations. The Board considers the Company’s governance structures to be appropriate for the size, complexity and risk profile and reviews these regularly to ensure they remain effective as the business evolves.

The Board has reviewed its current size and composition and, as noted above, is taking steps to refresh its membership to ensure it continues to have an appropriate balance of sector expertise, financial acumen and public markets experience, together with a diverse mix of personal qualities and capabilities. A summary of each Director’s individual skills and experience is available on the Company’s Board and Management website page.

To ensure continuous development and to stay informed about market trends and corporate governance issues, the Board receives training from the Company’s Nominated Adviser and the Company Secretary. In addition, all Directors have the ability to seek independent professional advice to support the execution of their duties, should the need arise, at the Company’s expense.

The Chairman, CEO, CFO and Non-Executive Directors have clearly defined roles and responsibilities, with the role of the Chairman being to lead the Board and ensure it is operating effectively in approving and monitoring the strategic direction of the Company. The role of the CEO is to propose strategic direction to the Board and to execute the approved strategy by leading the executive team in managing the Company’s business. The role of the CFO is to oversee the Company’s financial strategy, reporting, and controls to ensure transparency, integrity and effective financial management. The role of Non-Executive Directors is to act as a sounding board for the Chairman and a source of reciprocal feedback for other members of the Board and shareholders, where required. The Board has established Audit and Risk, Remuneration and Nomination Committees, with formally delegated duties and responsibilities. The Board also delegates specific responsibilities to senior management. This is governed by a delegated authority matrix.

Audit and Risk Committee

The Audit and Risk Committee has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit and Risk Committee has unrestricted access to the Company’s external auditors. The Audit and Risk Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with the AIM Rules and the UK Market Abuse Regulation.

Remuneration Committee

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s Executive Directors, Chairman and other senior management. The Remuneration Committee also has responsibility for determining the total individual remuneration package of the Chairman and each Executive Director (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the Chairman of the Board and/or the CEO. No Director or manager may be involved in any discussions as to their own remuneration. The remuneration of Non-Executive Directors is a matter for the executive members of the Board.

Nomination Committee

The Nomination Committee has responsibility for shaping the leadership of the organisation, through review of the Board’s structure, size, and composition and consideration of skills, experience, and diversity. The Nomination Committee ensures succession plans are in place for Board and senior management roles and supports the development of a diverse talent pipeline. The Nomination Committee also has responsibility for identifying and proposing candidates for Board vacancies, defining role requirements based on current needs, recommending changes where needed and assessing leadership capabilities to help the organisation remain competitive. It also reviews the time commitment of Non-Executive Directors to ensure they can effectively carry out their duties.

Recognising the importance of regular assessments to ensure continued effectiveness and alignment with best governance practices, the Company undertook a formal evaluation of the Board and its Committees in March 2026, facilitated by the Company Secretary, One Advisory.

The review was carried out through a series of director questionnaires, facilitated through a third-party platform. The performance review was designed to evaluate the Board’s effectiveness and foster continuous improvement. The findings were shared with the Board and its Committees and discussed at the March 2026 Board meeting.

This evaluation focused on key areas such as the Company’s purpose and strategy, board composition and dynamics, board and committee responsibilities, and overall effectiveness, with the goal of identifying areas for improvement and fostering a culture of continuous development. The Company reported on the results of this evaluation in the Annual Report and Accounts for the financial year ending 31 March 2026, which is published on the Company’s website.

The results arising across all evaluations fell under the following themes:

• Purpose and strategy: the responses indicated that most participants considered it necessary for Board meetings to place greater emphasis on strategic matters.
• Talent and culture: the responses indicated that a more effective framework for succession planning and an enhanced approach to culture monitoring was desirable.
• Board composition and dynamics: the responses indicated that a majority of the Board members believed that the size of the Board should be reviewed to align it more with the scale of the Company.

Some of the key recommendations to the Board were as follows:

• Purpose and strategy: prioritisation of strategic discussions at the top of the agenda to set a forward-looking tone; integration of regular deep-dive sessions on key strategic themes at Board meetings, and inviting external advisors where appropriate.
• Talent and culture: ensuring robust succession plans are implemented for all critical roles to ensure coverage of the talent pipeline.
• Board composition and dynamics: phased reduction of the Board to be a workstream undertaken by the Nomination Committee, and utilisation of the completed skills matrix to consider skills gaps when evaluating board size and restructure.

The Company intends to commission an externally facilitated review at an appropriate point in the future, though the specific timing has not yet been determined.

The Nomination Committee is responsible for succession planning for Board and senior management positions. The Nomination Committee maintains a skills matrix that assists with a review of board composition and succession plans. Further details of the Nomination Committee’s work on succession planning can be found under Principle 7 above.

The Remuneration Policy facilitates the recruitment and retention of talent, aligns remuneration with the Company’s shareholder and wider stakeholder requirements and promotes the long-term growth of shareholder value. The Remuneration Committee regularly reviews the Policy and its application to ensure it is fit for purpose and aligns with the Company’s purpose, strategy and culture, as well as the Company’s stage of development. 

The Company reviewed its remuneration framework during the year under review with the assistance from FIT Remuneration consultants (FIT), to ensure that the framework in place supports the delivery and attainment of the Company’s purpose, business model, strategy, and culture. The work undertaken during the year and the current version of the Remuneration Policy can be found in the Directors’ Remuneration Report of the FY26 ARA.

The Board is dedicated to transparent communication with all shareholders. This communication occurs primarily through regulatory announcements, website disclosures, the annual report and accounts and the AGM. The Group’s website is regularly updated in adherence with AIM Rule 26, to keep stakeholders informed. For further details on how the Board communicates with its shareholders and other stakeholders, please refer to Principles 3 and 4 above and the Group Strategic Report in the FY26 ARA.

The Board has committed to engaging with shareholders if a resolution at a general meeting receives 20% or more votes against it. In such cases, the Company will seek to understand the reasons behind the result and, where appropriate, take appropriate action.

All resolutions at the 2026 AGM were passed, and votes on all resolutions were conducted by poll to ensure full shareholder representation. The Board notes the votes against received in relation to various resolutions and is committed to determining the sentiment of all of its major shareholders. The Board will undertake a full consultation to fully understand their views and has already engaged with some investors. Should any outcomes of this consultation require public announcement, the Board will do so as necessary.

Notices for general meetings together with both the Company’s annual and interim reports and other governance-related materials are available on the Shareholder Documents page of the website.