Corporate Governance

Gelion is focused on creating commercial solutions for the successful transition to a sustainable economy through the storage of renewable energy. By designing and delivering innovative battery technology, the Company will help facilitate that transition, and seek to return value for our customers and investors.

The Board is committed to adopting best practice, where possible and appropriate, in its reporting of Environmental, Social and Governance (“ESG”) issues.

Gelion takes its responsibility as a company, employer and clean-technology manufacturer seriously. The Directors intend to establish dedicated programmes aimed at delivering key initiatives across a range of core areas as well as continuing to achieve the Company’s ESG objectives. Its policies will be reviewed annually by the ESG Committee to ensure accurate reporting and measuring of relevant indicators.

In addition, the Company will adopt the QCA Code, a set of corporate governance principles, and has qualified for the London Stock Exchange Green Economy Mark, which identifies London-listed companies and funds that generate at least 50 per cent of total annual revenues from products and services that contribute to the global green economy.

The Directors recognise the value and importance of high standards of corporate governance. The Directors intend to adhere to the QCA Corporate Governance Code which sets out a standard of minimum best practice for small and mid-sized quoted companies, particularly AIM companies. The Directors acknowledge the importance of the principles set out in the QCA Code. Details follow summarising how the Group will comply with the QCA Code.

Gelion plc is subject to the UK City Code on Takeovers and Mergers.

Principle 1 – Establish a strategy and business model which promotes long-term value for shareholders.

The strategy of Gelion is defined on pages 30 to 37 of the Annual Report for the financial year ended 30 June 2023.

The Directors are responsible for implementing the strategy and believe that the Group’s business model and growth strategy help to promote long-term value for shareholders. The strategy is further detailed into specific plans that enable day-to-day management of the business.

The principal risks facing the Group are set out on pages 56 to 61 of the Annual Report for the financial year ended 30 June 2023. The Directors have continued and will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following the Company’s Admission on AIM, including and have implemented a risk management framework.

Principle 2 – Seek to understand and meet Shareholder needs and expectations.

An active dialogue is maintained with shareholders. Shareholders are kept up to date via announcements made through a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates are provided to the market from time to time, including any financial information, and any expected material deviations to market expectations would be announced through a Regulatory Information Service.

The Company holds Annual General Meeting (AGM) which provides an opportunity for Shareholders to meet with the Non-Executive Chairman and other members of the Board. The meeting is open to all Shareholders, giving them the opportunity to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the AGM is announced through a Regulatory Information Service.

The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and the Company is committed to engaging with shareholders who do not vote in favour of resolutions at AGMs.

All contact details for investor relations are included on the Group’s website.

Principle 3 – Including wider stakeholder* community and social responsibilities and their implications for long term success.

The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, partners, suppliers and customers part of its business strategy. The Directors maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-to-day running of the business.

The Company has implemented a formal Environmental, Social, Regulatory and Governance Responsibility (ESG) policy and strategy and has established an ESG Committee. The ESG Committee will monitor the implementation of ESG practises to ensure the Group conducts its business with a view of long-term sustainability for its customers, employees, communities, the environment as well as its shareholders.

* Please refer to Section 172 Stakeholder Engagement on pages 54 and 55 of the Annual Report for the financial year ended 30 June 2023.

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

The Directors have established an Audit and Risk Committee which takes appropriate steps to identify risks and undertake a mitigation strategy to manage these risks. A review of these risks is carried out by the Audit and Risk Committee on a regular basis or at least on an annual basis, the results of which are included on pages 56 to 61 of the Annual Report for the financial year ended 30 June 2023.

While it has established the Audit and Risk Committee, the Board has overall responsibility for the determination of the Group’s risk management objectives and policies.

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

The Board is comprised of the following persons:

four Non-Executive Directors including the Non-Executive Chairman; and
two Executive Directors.

The biographies of the Directors are set out on pages 66 to 68 of the Annual Report for the financial year ended 30 June 2023. The Non-Executive Directors, Michael Davie and Joycelyn Morton, are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.

The Board is also supported by the Audit and Risk Committee, the Remuneration Committee and the ESG Committee.

The Board meets regularly and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties.

The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.

Under the articles of association, the Board has the authority to approve any conflicts or potential conflicts of interest that are declared by individual directors; conditions may be attached to such approvals and directors will generally not be entitled to participate in discussions or vote on matters in which they have or may have a conflict of interest.

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

The Board continually evaluates the skills that are required of its members and whether they are adequately provide for.

The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to drive the Group forward. Where required the directors will take further advice from professional advisors such as lawyers, accountants and tax specialists.

The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. The Directors continue to receive briefings from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s solicitors in respect of continued compliance with, inter alia, UK Market Abuse Regulation.

Principle 7 – Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement.

The Directors continue to consider the effectiveness of the Board, Audit and Risk Committee, Remuneration Committee and ESG Committee, and the individual performance of each Director

The Chairman reviews and appraises the performance of the Directors on an annual basis, to determine the effectiveness and performance of each member with regards to their specific roles as well as their role as a Board member in general. The appraisal system seeks to identify areas of concern and make recommendations for any training or development to enable the Board member to meet their objectives.

All continuing directors stand for re-appointment every three years. All directors undergo a performance evaluation before being proposed for re-appointment to ensure that their performance is and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.

The Board monitors the Non-Executive Directors’ independence to ensure that a suitable balance of independent Non-Executive and Executive Directors remains in place.

It is beneficial for membership of the Board to be periodically refreshed. Succession planning is a vital task for boards. No member of the Board should become indispensable.

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

The Group has a responsibility towards its staff and other stakeholders. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings.

The staff handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Group.

The performance and reward system should endorse the desired ethical behaviours across all levels of the Company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the Company.

The culture is set by the Board and is regularly considered and discussed at Board meetings.

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

Steve Mahon, the Non-Executive Chairman, leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.

The Board is supported by the Audit and Risk committee, Remuneration Committee and ESG Committee, further details of which are set out in the Annual Report. There are certain material matters which are reserved for consideration by the full Board. Each of the committees has access to information and external advice, as necessary, to enable the committee to fulfil its duties.

The Board reviews the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

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

Responses to the principles of the QCA Code and the information that is contained in the Company’s Annual Report and Accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the Annual Report and Accounts as well as its half year report are key communication channels through which progress in meeting the Group’s objectives and updating its strategic targets can be given to shareholders.

Additionally, the Board uses the Company’s AGMs as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Group and its progress. The AGM which provides shareholders with an opportunity to meet the Board of directors and to ask questions relating to the business. All votes made at any AGM or GM are published and the Board will publish commentary on any vote where 20% or more of the independent shareholders have voted against any resolution.

Private investor roadshows and presentations at investor conferences are also taking place to interact with Shareholders.

The Company’s website is updated on a regular basis with information regarding the Group’s activities and performance, including financial information.

All contact details for investor relations are included on the Group’s website.

Page last updated 27 Mar 2024