Introduction

The Board is responsible for establishing the Group’s values and standards, ensuring that its obligations to shareholders and other  stakeholders, including customers, employees, communities, and suppliers, are understood and met.

To support the Company’s governance framework, the Board has adopted the principles of the Quoted Companies Alliance  Corporate Governance Code (the ‘QCA Code’). Details of the Company’s compliance with the 10 principles of the QCA Code 2023  are outlined below.

A full copy of the QCA Code is available from the QCA’s website: www.theqca.com

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

At SysGroup, our mission is to future-proof the IT foundations of UK organisations by leveraging digital transformation and emerging technologies. We help businesses remain resilient, agile, and competitive by creating long-term technology strategies that drive performance and adaptability in an ever-changing landscape. Our focus includes modernising legacy systems, embracing AI and automation, strengthening cybersecurity, and enabling cloud-native operations.

We are building a unified digital platform to support UK organisations in evolving their technology environments with confidence. This strategy is underpinned by developing and acquiring capabilities that enhance and future-proof our clients’ IT foundations. Our core capabilities include AI, Data Science & Machine Learning, Modern Data Infrastructure, Connectivity & Integration,  Digital Engineering & Cloud Transformation, and Cybersecurity & Resilience.

Following our investment in people and technology, these capabilities are delivered through five integrated solution pillars:  Analytics, Connectivity, Cybersecurity, Hosting & Protection, and End-to-End Services. Together, these pillars allow us to assess,  architect, implement, and manage each solution through expert consulting, professional services, and operational support.

We also continue to explore strategic acquisitions that complement our ability to deliver future-ready solutions, including AI, cloud services, cybersecurity, and industry-specific expertise. For instance, in November 2024, we successfully acquired Crossword  Consulting Limited, expanding our portfolio with cybersecurity consulting services. This acquisition not only strengthened our capabilities but also grew our customer base, positioning us to deliver more comprehensive and integrated solutions to our clients.

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

The Directors are committed to high standards of corporate governance, ensuring transparency and accountability in managing the business. The Board fosters a culture of Learning, Integrity, Kindness and Entrepreneurship, which is embedded throughout the organisation. Further details relating to this can be found on pages 17 to 19 of the Annual Report and Accounts 2025.

We recently completed a skills matrix assessment to ascertain our current strengths and identify areas for development. This analysis confirms our commitment to investing in employee growth and career progression, ensuring they play an active role in our strategic journey. In addition, we have implemented OKRs (Objectives and Key Results) to ensure employees recognise and understand those strategic goals, with progress tracked and reported to the Board.

We have also conducted an employee engagement survey to gather valuable insights and improve our understanding of employee needs. In response, we have enhanced communication through newsletters, town hall meetings and in-person presentations. We have also introduced a comprehensive employee development plan designed to support continuous learning, upskilling and professional growth. This includes tailored training opportunities, support for gaining relevant qualifications, and clear pathways
for career progression. These initiatives aim to increase employee engagement, foster stronger connections, and build a thriving, forward-thinking company culture.

3. Seek to understand and meet shareholder needs and expectations

Throughout the year, the Executive Directors engage with investors to discuss matters relevant to the Company. The Board recognises the importance of active shareholder engagement to ensure that shareholder needs and expectations are understood and addressed appropriately.

The AGM offers shareholders a valuable opportunity to engage directly with the Board, including the Chairs of the Board Sub-Committees.

Key information for shareholders, including the annual report (which includes the ESG report), interim announcement and other communications, is available on the Company’s website. The Group also uses social media to share updates on the business, its strategy, and ongoing progress.

4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

Our stakeholders play a crucial role in shaping our strategy and are integral to our success. A deep understanding of their needs and expectations enables the Board to fulfil its duties under Section 172 of the Companies Act 2006, ensuring that the interests, concerns, and potential impacts on each stakeholder group are carefully considered. This insight is gained through Executive Board papers, customer feedback, and regular surveys.

Central to our organisation is an unwavering commitment to our customers. We place a strong emphasis on delivering outstanding service and exceeding customer expectations, underpinned by a culture of innovation, entrepreneurship, and high performance. Our dedication to understanding and meeting customer needs drives everything we do, ensuring we remain agile and responsive in a competitive market.

We carefully select suppliers based on the quality of their offerings, competitive pricing, and service excellence. We value long-term relationships with our suppliers, as they allow for collaboration on value-creating opportunities. New suppliers undergo a thorough onboarding process, and the Group ensures timely monthly payments through a structured and reliable payment system.

Our employees are a key stakeholder group, and their success is fundamental to the business. We prioritise the recruitment of high-calibre individuals and are committed to their continuous development through both internal and external training opportunities. The Group offers competitive remuneration and benefits packages, recognising that a modern, dynamic work environment is  essential for attracting, retaining, and motivating top talent.

We recognise the importance of operating as a responsible business, with growth that is sustainably beneficial to our stakeholders, the communities in which we operate, and the environment. We are committed to acting responsibly in all aspects of our business, ensuring long-term value for both our people and the planet (our ESG report can be found on pages 20 to 25 of the Annual Report and Accounts 2025).

5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The principal risks and uncertainties facing the Group can be found on pages 15 to 16 of our Annual Report and Accounts 2025. The Board is regularly updated at its meetings on any significant developments, including the actions taken by management to mitigate or resolve these issues.

The Directors acknowledge their responsibility for the effective operation of the Company’s and Group’s internal control systems, which are designed to safeguard the Group’s assets and ensure the accuracy and reliability of financial information, both for internal decision-making and external reporting. This control framework is supported through rigorous financial reporting processes and robust oversight mechanisms.

In setting the Group’s strategy, the Board carefully considers the exposure to risks, including those related to climate change, and determines the appropriate tolerance to risk. The Board ensures that the balance of risks is assessed on a proportionate and material basis, taking into account both immediate and long-term impacts. To further enhance the management of risks and  internal controls, the Audit Committee delegates authority to a sub-committee within the business that specifically focuses on these areas and reports regularly to both the Committee and the Board.

6. Establish and maintain the Board as a well-functioning, balanced team led by the Chair

The Board comprises six Directors: two Executive Directors (including the Executive Chairman) and four Non-Executive Directors. The diverse mix of experience, skills, and capabilities on the Board supports the Company in achieving its strategic goals. Heejae Chae serves as the Executive Chairman, a role the Board deems appropriate for the foreseeable future, as Heejae leads the development and execution of the Group’s strategy and works to enhance governance standards. The breadth of expertise on the
Board enables it to effectively inform and oversee the execution of the Company’s strategy, ensuring both robust decision-making and strategic alignment.

Board meetings
The Board meets at least six times per year. In addition to the regular meetings, the Board holds update calls during the intervening periods. Additional meetings are convened as needed. The Board also maintains ongoing communication with its advisers and  strives to stay informed about the perspectives of the Company’s major shareholders.

The Board has delegated authority to its sub-committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee. Membership of these Committees consists primarily of Independent Non-Executive Directors, except for the Nomination Committee, which is chaired by Heejae Chae. Each Committee operates under a set of Terms of Reference, outlining its specific responsibilities, which are reviewed on an annual basis.

The Board is confident that it maintains an appropriate balance between Executive and Non-Executive Directors and is adequately resourced to effectively discharge its duties and responsibilities.

The Company has robust procedures in place to monitor and manage any potential conflicts of interest among its Directors, with all such matters being reported to and addressed by the Board.

Board papers are circulated in advance of each meeting to provide Directors sufficient time to review the materials. The Executive Chairman generally chairs the meetings, ensuring that all Directors have the opportunity to ask questions, deliberate on key issues, and challenge the Executives when appropriate.

A schedule of key issues, known as ‘Matters Reserved for the Board’, outlines the critical decisions and topics that must be considered and addressed by the Board. This schedule is reviewed annually. An overview of the contents of the current schedule is provided under Principle 1 above.

Audit Committee
The Company has established an Audit Committee that comprises Paul Edwards (Chairman), Mike Fletcher, Mark Reilly, and Davin Cushman. The Audit Committee meets at least three times a year and is responsible for reviewing the integrity of the Group’s financial statements, compliance with legal and regulatory requirements, and the adequacy and effectiveness of the Group’s  internal financial controls and risk management processes, including the need for an internal audit review. It also reviews the  external auditors’ performance and independence, and makes recommendations to the Board on their appointment.

The Group’s auditors, BDO, attend the Audit Committee Meetings.

During the year to 31 March 2025, there were three Audit Committee meetings and the principal items discussed were:
• Review of the BDO planning, and full year audit reports
• BDO auditor independence, audit fee and engagement letters
• Review of going concern
• Review and approval of the interim results and preliminary announcement
• Review and approval of the annual report and accounts
• Review and approval of the management letters of representation
• Reviewed its Terms of Reference which were then adopted by the Board

The Group has not included a separate Audit Committee report in its financial statements. However, the contents typically found in such a report – including principal risks and uncertainties, the role and structure of the Audit Committee, and corporate governance disclosures – are included throughout the report and have been reviewed by the Audit Committee.

The terms of reference of the Audit Committee can be found here.

Remuneration Committee
The Company has established a Remuneration Committee that comprises Mike Fletcher (Chairman), Paul Edwards, and Davin Cushman. The Committee meets at least twice a year and is responsible for determining the remuneration of the Executive Directors. The Remuneration Committee also approves the design of, and determines targets for, any performance-related pay schemes, reviews the design of any share incentive plans, and determines the awards to the Executive Directors and other senior members of management.

There were six Remuneration Committee meetings during the year, and the principal items discussed were:
• Management incentive plans (Value Creation Plan and Performance Share Plan)
• Revised Terms of Reference (minor changes to align with QCA code and best practice)
• Directors’ remuneration report for annual report
• Performance targets for PSP 2024

The terms of reference of the Remuneration Committee can be found here.

Nomination Committee
The Company has established a Nomination Committee that comprises Heejae Chae (Chairman), Mike Fletcher, Paul Edwards, Mark Reilly, and Davin Cushman. The Nomination Committee meets at least once a year and is responsible for reviewing the  structure, size, and composition of the Board, leading the process for appointments, ensuring plans are in place for orderly  succession to both the Board and senior management positions, and overseeing the development of a diverse pipeline for  succession.

There was one Nomination Committee meeting during the year and the principal items were to review the Board composition and discuss and approve the appointment of Davin Cushman to the Board.

The terms of reference of the Nomination Committee can be found here.

7. Maintain appropriate governance structures and ensure that, individually and collectively, the Directors have the necessary up-to-date experience, skills and capabilities

The composition of the Board provides a diverse balance of skills, experience and knowledge, all of which are crucial to the  business’s ability to achieve its strategic goals. Appointments to the Board are made with careful consideration, ensuring that each Director’s skills and experience align with the specific needs of the Group. Biographical details of each Director can be found on the Company’s website and on page 26 of the Annual Report and Accounts 2025.

The Audit and Remuneration Committees allow the Independent Non-Executive Directors to meet and discuss key matters without the presence of the Executive Directors. This ensures that an independent perspective is applied to critical decisions affecting the business.

All Board members receive training as required, both during their onboarding process and throughout their tenure, and are  entitled to seek independent professional advice if needed. Each year, Zeus Capital LLP, the Company’s Nomad, provides training  on the AIM Rules and the Market Abuse Regulation. Notably, Nomad refresher training was delivered during the January Board  meeting to ensure all Directors remain current with regulatory requirements. Additionally, all Directors have access to the Company Secretary and are encouraged to request further training as necessary.

At the forthcoming Annual General Meeting, all Directors will seek election or re-election, in line with the Company’s governance practices.

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Executive Chairman is responsible for assessing the individual contributions of the Directors on an ongoing basis. The  Executive Chairman is satisfied that all the Directors are making valued contributions, and the Board is working effectively  together. Whilst the Company does not currently have a formal appraisal process for Directors, we intend to review our processes for Board performance evaluation over the next 12 months and to establish a more formalised framework for assessment and  review.

9. Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy, and culture

The Group’s remuneration policy is designed to reward sustained performance by attracting, motivating, and retaining individuals  of the highest calibre who are committed to growing the business and maximising shareholder value. This policy applies to both  Executive Directors and senior employees, with rewards based on their individual performance and the value created for  shareholders. The details of the Remuneration Policy, along with specific aspects of the remuneration structure, are outlined in the Remuneration Report, which can be found on pages 30 to 33 of the Annual Report and Accounts 2025.

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

The Board recognises that robust governance is essential to the success of the business. It believes that the composition of the  Board, supported by its sub-committees, enables effective deliberation, discussion and execution of the Company’s strategy. The  Company is governed through clear, transparent processes that prioritise accountability and performance. Engaging in ongoing  dialogue with shareholders and other key stakeholders is central to the Company’s governance approach. This engagement helps  the Board understand stakeholder needs and expectations, ensuring the Company’s actions align with long-term strategic growth and shareholder value.

The ESG Report and the Remuneration Committee Report further demonstrate the Company’s commitment to transparent  governance. These reports provide detailed insights into how the Board monitors and addresses key areas such as financial  integrity, environmental and social responsibility, and executive remuneration, reinforcing the Company’s commitment to high  standards of governance and stakeholder engagement. Financial integrity and other governance matters are overseen by the Board  and the Audit Committee through regular monitoring and reporting.

Regular meetings are held with our principal shareholders to ensure open and transparent dialogue. The Executive Directors  maintain these relationships on an ongoing basis, and the Chairmen of the Board Committees are available to engage with  shareholders on key governance and strategic matters when appropriate. In addition, the Executive Directors communicates  directly with institutional investors through management briefings, and analyst reports are regularly reviewed to gain insight into  external perceptions of the Company. Shareholders are kept informed through a range of communications, including the full year  and interim results announcements, the annual report and accounts, the annual general meeting, regulatory RNS updates, and  other press releases. These channels ensure that shareholders receive timely and comprehensive information throughout the year, particularly following the release of financial results, when dedicated meetings with institutional investors are also held.

Shareholders can find information on the Board of Directors, Shareholder Circulars, Articles of Association, Admission Document, Financial Reports and Regulatory Announcements in the investor section of the website at www.sysgroup.com.

11. Rule 21 of The Aim Rules for Comnpanies and MAR (‘Market Abuse Regulation’)

The Group complies with Rule 21 of the AIM Rules, which governs dealings in securities during close periods. A robust share dealing policy is in place to support this compliance. All employees are formally notified when the Company enters and exits a close period. Regardless of timing, the Group’s dealing code requires employees to seek prior approval from designated individuals  before undertaking any transactions in the Company’s shares, ensuring a controlled and transparent approach to share dealing at  all times.

This page was last updated on 29 July 2025