Corporate Governance

Goals:

As a public company, we are focused on delivering sustainable value for both shareholders and customers. The Company’s activities are guided by the following core goals:

• Deliver long-term shareholder value through disciplined growth and capital management
• Provide high levels of customer satisfaction through reliable service, product availability and fulfilment
• Differentiate the business through operational excellence, technology-enabled platforms and effective execution

Purpose:

The purpose of the business is to generate long-term shareholder value by supplying IT hardware, components and related products through a scalable e-commerce platform.

The Company seeks to support its customers by providing access to a broad product range, competitive pricing and dependable fulfilment, ensuring customers receive appropriate technology solutions aligned to their needs and only pay for what they require.

Strategy:

The Company delivers IT hardware and component products to business and consumer customers via an online platform supported by established supplier relationships, logistics partners and digital marketing capabilities. Our strategy is to:

• Expand and optimise the product range to meet evolving customer demand
• Grow customer acquisition efficiently through SEO, digital advertising and partnerships
• Increase repeat purchasing by maintaining high service standards and fulfilment reliability
• Leverage data and platform capabilities to improve pricing, availability and customer experience
• Build strong supplier relationships to support margin, availability and scalability
• Grow revenues organically while maintaining disciplined cost and working capital control
• Develop and expand an innovative portfolio of solutions
• Stay close to the customer, small enough to care and large enough to cope

Our approach with customers is built around a four-stage methodology:

1. Acquire
2. Serve
3. Retain
4. Grow

CloudCoCo is committed to open, transparent and constructive communication with all shareholders.

The Non-Executive Chair and Chief Financial Officer are primarily responsible for investor relations and shareholder engagement. The Board values shareholder feedback and recognises the importance of understanding shareholder views on the Group’s strategy, performance, governance and capital allocation.

The principal channels of communication with shareholders include:

• the Annual Report and Accounts
• interim results and regulatory announcements;
• the Annual General Meeting; and
• investor information published on the Company website.

Shareholders are encouraged to engage with the Company and are given the opportunity to raise questions at the Annual General Meeting. Directors are available before and after the meeting to engage with shareholders where appropriate.

The Board reviews share register analysis and feedback from shareholder interactions to ensure it maintains a balanced understanding of shareholder needs and expectations.

The Company recognises that its long-term success depends on effective engagement with a broad range of stakeholders, including customers, employees, suppliers, partners and shareholders.

Management prioritises strong relationships with customers and staff, and the Board receives regular updates on stakeholder matters. Customer service levels and feedback are monitored to ensure standards are maintained and improved.

Employees are regarded as a key internal stakeholder group. The Company is committed to fair and responsible employment practices, equal opportunities and a supportive working environment. Employee engagement is encouraged through regular communication, feedback mechanisms and access to training and development resources.

The Company also recognises its responsibilities to suppliers and partners and seeks to work with reputable organisations that share similar ethical and professional standards.

The Board is responsible for identifying and managing the Company’s principal risks. A comprehensive risk register is maintained and reviewed regularly, with a focus on risks inherent to the current business model, including:

• Market & Strategy: Market demand and competitive pressures.
• Operations: Supplier and logistics dependencies, and operational performance.
• Security: Cyber security and data protection.
• Compliance: Regulatory obligations and tax evasion prevention under the Criminal Finances Act 2017.

To mitigate these risks, the Company utilises established third-party payment and logistics providers and does not store customer payment data on internal systems. Operational and cyber risks are further managed through robust controls, ongoing monitoring, and management oversight.

The Company maintains ISO9001 and ISO27001 certifications within relevant parts of the Group. These provide a standardised framework for our Quality Management System, ensuring process consistency, continuous improvement, and regulatory compliance. The Board meets regularly to review the risk register, focusing on critical threats and the effectiveness of management’s mitigation strategies.

For further details, please refer to the Principal Risks section of the Strategic Report and the Corporate Governance section of the Annual Report and Accounts.

The Board is responsible for setting the Company’s strategic direction, overseeing performance, and ensuring an effective risk management framework. The Non-Executive Chair leads the Board, fostering a culture of open discussion and constructive challenge while acting in a conciliatory role to resolve differing viewpoints among members.

Board Composition and Commitment
The Board’s size is currently under review to ensure an optimal balance of skills, with active recruitment underway to fill existing vacancies. Non-Executive Directors are expected to devote a minimum of one day per month to Company business, plus any additional time required to fulfill their fiduciary duties.

Meetings and Information Flow
The Board meets monthly (holding 12 meetings in the most recent financial year) to direct Group activities and monitor performance. These meetings are supported by:

Comprehensive Board Packs: Detailed reports covering all revenue streams and financial performance are circulated in advance. Key issues are highlighted to ensure informed discussion and effective decision-making.

Management Reporting: Timely information regarding operations, marketing, and customer service allows the Board to assess and manage risks in real-time.

Professional Advice: The Board engages external specialist advisers where necessary to support its strategic functions.

Delegation of Authority
Day-to-day operational management is delegated to the Senior Management Team (“SMT”), which comprises the CFO and the Managing Director of the trading businesses (a non-Board position). The SMT meets weekly with department heads covering sales, operations, IT, and development, ensuring the Board is updated on all key developments and emerging issues..

The Board ensures that its collective mix of skills, experience, and knowledge is aligned with the Company’s strategy and business model. The Directors bring a balanced perspective across essential disciplines, including e-commerce operations, digital marketing, finance, governance, technology, and risk management.

Board Composition and Development
The Board currently consists of one Executive Director and one Independent Non-Executive Director. The Board is currently managing a transition period, including the recruitment of a new Chief Executive Officer. During this period, the Non-Executive Chair remains satisfied that the current composition provides the necessary strategic and operational oversight to deliver the Company's objectives. To maintain effectiveness, Directors regularly update their skillsets through:

• Professional Engagement: Attending seminars, conferences, and industry events..
• Knowledge Sharing: Networking, reviewing industry publications, and seeking feedback from colleagues, employees, and stakeholders.
• External Advice: Consulting with retained professional advisers (Nominated Adviser, lawyers, auditors, and M&A specialists) and engaging external consultants for specific matters.

Strategic Evolution and Expertise
The Board keeps its composition under constant review to meet the needs of an evolving business. While the value of additional e-commerce expertise at the Non-Executive level is recognised, the Board intends to make such an appointment once a clear, actionable growth strategy for the direct sales business is established. Currently, this expertise is provided operationally by the Managing Director of the trading businesses.

Departure from the code:
The Group acknowledges that, following changes in 2020, the Board does not currently consist of two independent directors. However, the Board believes that the presence of an experienced Independent Chair, supported by a robust network of professional advisers, ensures that the current composition remains appropriate for the Company’s requirements.

The Chairman is responsible for the regular evaluation of the Board’s performance, its committees, and individual Directors. The Board maintains a collaborative and inclusive environment where members are encouraged to participate through constructive challenge, shared opinions, and active input.

Board Effectiveness Process
Effectiveness is reviewed during regular monthly Board meetings across several key parameters, ensuring the Board remains focused on both operational oversight and long-term strategy. These parameters include:

• Strategic Oversight: Setting, guiding, and monitoring Group strategy with a focus on future growth versus past performance.
• Operational Excellence: Evaluating the standard of internal reporting, communication channels, and the effectiveness of meeting structures.
• Governance & Compliance: Ensuring adherence to legislation, regulation, and best-practice governance.
• Engagement: Assessing the quality of debate, level of preparation, and the appropriate use of external advisers.

Following these ongoing reviews, the Board intends to conduct further formal internal evaluations throughout 2026 to identify areas for development.

Succession Planning and Appointments
While the Remuneration Committee meets as required to consider specific appointments, the Board as a whole assumes responsibility for long-term succession planning. This structured approach ensures business continuity:

• Notice Periods: Directors have appropriate notice periods to allow sufficient time for identifying and appointing high-quality internal or external replacements.
• Re-election: In accordance with the Company’s Articles of Association, each Director is required to offer themselves for re-election at least once every three years.
• Due Diligence: All new appointments are made following consultation with professional advisers. The Company’s Nominated Adviser (NOMAD) conducts thorough due diligence on all potential candidates to ensure they meet the necessary regulatory and competency standards.

The Board recognises that core values provide the fundamental framework influencing every level of the Group. While the Board provides overall guidance, the CFO and the Managing Director of the Trading Businesses take the lead in developing and promoting a corporate culture that ensures employees understand the values and behaviours required to perform as one team and deliver our business goals.

Cultivating Culture and Engagement
Our values are integrated into the daily operations of the Group through:

• Clear Communication: Values are reinforced throughout the year via the company intranet and regular company-wide meetings and briefings.
• Active Engagement: We encourage employee consultation through surveys and real-time feedback loops involving both colleagues and customers.
• Recognition and Reward: Core values are reinforced through recognition programs and promotions. Furthermore, the Group aligns employee interests with business goals by awarding incentive-based share options to qualifying staff.
• Leadership by Example: The Senior Management Team is empowered to demonstrate these values in their decision-making processes, serving as a benchmark for the wider organisation.

Corporate Social Responsibility and Safety
The Group is committed to maintaining a safe, ethical, and sustainable environment:

• Health and Safety: We aim to provide a safe working environment for all colleagues and visitors, complying with all relevant UK legislation. Health and safety matters are delegated to internal representatives who escalate issues via the corporate risk register, with high-rated risks reviewed periodically by the Board.
• Environmental Responsibility: We acknowledge the importance of environmental impact and implement energy-efficient practices and recycling initiatives across our offices.
• Ethical Supply Chain: As our e-commerce operations scale, the Board remains committed to ethical supply chain management. We strive to ensure our partners align with our core values of sustainability, fairness, and transparency to maintain the trust of our customers.

The Board maintains a governance framework that balances efficient decision-making with robust oversight. While the Board holds ultimate responsibility for monitoring performance against Group goals, specific operational and oversight duties are clearly defined and delegated.

Roles and Responsibilities

• Executive Management: On behalf of the Board, the CFO and the Managing Director of the Trading Businesses hold joint responsibility for managing day-to-day operations.
• The Board: Provides strategic oversight and monitors progress against the Company’s stated objectives. Individual contributions, skills, and specific responsibilities for each Board member are detailed here.

Committee Structure.
The Board has established two standing committees to oversee key areas of governance. The Terms of Reference for these committees are available on the Company’s website.

• Audit Committee: Responsible for financial reporting, internal controls, and risk management systems.
• Remuneration Committee: Responsible for setting the remuneration policy for executive directors and senior management.
• Nominations: The Board does not currently have a standalone Nominations Committee; this function is performed by the Board as a whole. A formal committee will be established should the Board's scale or complexity require it.

Both the Audit and Remuneration Committees are chaired by Simon Duckworth.

Departure from the code:
The Group acknowledges that, following the Annual General Meeting in March 2020, the composition of the Board and its Committees has not included two independent directors. However, the Board is confident that the Chair of each Committee is sufficiently experienced and capable of ensuring that proper governance and independent oversight are maintained. The Board continues to keep its composition under regular review.

The Company maintains a regular dialogue with key stakeholders including shareholders to enable interested parties to make informed decisions about the Group and its performance.

Historical annual reports and notices of general meetings can be found in the Financial Reports section of the Group’s website.

The Board discloses the results of Annual General Meetings and these can be found in the Regulatory News section of the website.

The Audit Committee meets at least twice a year, although the Company’s Auditors or any member of the Audit Committee may request a meeting at any time, should they consider that one is necessary. The role of the Audit Committee is to make recommendations to the directors and shareholders, in relation to the appointment, re-appointment and removal of the Company’s Auditors and to approve their remuneration and terms of engagement. Prior to the commencement of each annual or interim audit, the Audit Committee will discuss and agree the nature and scope of the audit with the Auditors and in discussion with them, will monitor the integrity of the financial statements of the Group and approve any formal announcements relating to the Company’s financial performance.

The Audit Committee develops and implements policies on the engagement of the Auditors to supply non-audit services and will report to the Directors, identifying any matters where the Audit Committee considers that action or improvement is needed, making recommendations as to the steps to be taken.

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference and may seek information it requires from any employee of the Company. The Audit Committee may seek outside professional advice at the cost of the Company, in order to secure any relevant experience or expertise it considers necessary to fulfil its duties.

The terms of reference of the Remuneration Committee and its report can be found below.

The roles and responsibilities of the committees supporting the Board are set out in the Corporate Governance section of the Annual Report and Accounts.