Statement of Compliance

The Board acknowledges its responsibilities under the Companies Act 2006 (the “Act”) and below sets out the requirements of the Act and in particular section 172(1), and the key processes and considerations that demonstrate how the Directors discharge their duties and promote the success of the Company. References to the Company include the wider Group where relevant.

Factors (a) to (f) below, are all taken into account during the decision-making process:

(a) The likely consequences of any decision in the long term

Supporting each key decision, the Board is given access to management papers which set out the potential outcome of decisions. The papers include diligence on the financial impact via forecasts, as well as non-financial factors and how the decision fits with the strategy of the Company. Strategy is reviewed in detail each year and this strategic thinking is intrinsic to future decision-making processes. Where appropriate, the Board delegates responsibility to a sub-committee of senior management for areas such as M&A, investor relations and so on.

(b) The interests of the Company’s employees

As noted above, the Directors actively consider the interest of employees in all major decisions. The Group Strategic Review sets out in greater detail Byotrol’s policy towards its employees. Value is created through innovation and customer service, which is a product of motivated employees. They are of central importance to Byotrol’s success, and the Directors believe that the Byotrol culture and core values create an environment for engaged and successful employees.

The Group also operates option schemes for the majority of the Group’s employees to encourage employee engagement in promoting the success of the Company and maximising shareholder return.

The health of the Group’s employees is of course paramount, and the Directors made every effort to facilitate hybrid working since the coronavirus pandemic.

(c) The need to foster the Company’s business relationships with suppliers, customers and others

The Directors have identified the key stakeholders (employees, customers and clients) of the Group and regularly review their interests, concerns and expectations to ensure adequate communication and engagement is ongoing with each group.

d) The impact of the Company’s operations on the community and environment

The Company takes its responsibility within the community and wider environment seriously and acknowledge that more can be done.  To that end, a Sustainability Working Group has recently been formed to look at ways in which we can improve our impact and will set targets accordingly to be attained. As a UK-based business with modest travel requirements for staff, the Company has a relatively low carbon footprint in terms of its operations but continues to look for ways to make improvements.

(e) The desirability of the Group maintaining a reputation for high standards of business conduct

The Directors and the Group are committed to high standards of business conduct and governance.  Additionally, where there is a need to seek advice on particular issues, the Board will seek advice from its lawyers and/or nominated advisers to ensure the consideration of business conduct, and its reputation is maintained.

(f) The need to act fairly between members of the Company

The Directors meet with investors and strive to give equal access to all investors and potential investors. Through its advisers, the Directors seek and obtain feedback from meeting with the investors and incorporate such feedback into their decision-making processes where appropriate. Where conflicting needs arise, advice is sought from the wider Board and as necessary, from advisers.  Through the careful balancing of stakeholder needs, Byotrol seeks to promote success for the long-term benefit of shareholders.

The Board meet at least 6 times a year with papers circulated in advance to allow the Directors to fully understand the performance and position of the Company, alongside matters arising for decision. Each decision that is made by the Directors is supported by analyses of the possible outcomes so that an educated decision can be made based upon the likely impact on the Company, so a decision can be made which best promotes the success of the Company and what impact there may be on the wider stakeholder group.

Decisions of the Board take into account not just short-term, but also medium and long-term consequences, which are carefully considered and balanced, having regard to the needs and priorities of the business, its customers, partners, employees and other stakeholders. Executive directors also participate in regular “Operations Group” meetings together with senior management.

Last Updated: August 2024