Aquis Rule 4.14

Connecting Excellence Group Plc is the holding company of Spencer Riley Limited, a Bitcoin-powered executive recruitment group. In addition to recruitment services comprising executive search, selection, and headhunting, the Company adopts a Bitcoin-centred treasury management approach. The Company believes Bitcoin to be an effective store of value and strategic reserve asset in the long term and therefore an effective generator of long-term value to its shareholders.

The Company considers its purpose to be to generate medium- to long-term shareholder value by implementing its strategy of expanding and consolidating Spencer Riley’s recruitment business through executive search work and acquisition of other recruitment firms while pursuing its Bitcoin-centred treasury policy.

The Board considers the Company’s values and culture to be essential to its growth and long-term success as a means of attracting, retaining, and motivating a high quality, skilled workforce while facilitating open and productive engagement with our stakeholders. To this end, the Company promotes an open corporate culture underpinned by ethical values and behaviours. The Board remains cognisant of the impact of its strategic choices on the Company’s corporate culture and performance, and the Directors take care to embrace the culture and behaviours expected from the Company’s employees.

The Board recognises the significance of reporting and appropriately dealing with any fraud, misconduct, or wrongdoing by the Company’s Directors, Senior Executives, and employees. The Company has adopted Whistleblowing, Anti-bribery and Corruption, and Share Dealing policies, all of which apply to all Group employees and officials, as well as any agency workers and contractors. The Company regularly engages with its employees and other key stakeholders and ensures that the feedback obtained is incorporated into Board discussions and deliberations where appropriate.

We believe that a mutually trusting relationship between shareholders and the Board is vital for a well-governed organisation to fulfil its commercial goals. The Board remains committed to engaging with the shareholders regularly and openly, including through the following means:

• The Annual Report and Accounts;
• Stock Exchange announcements;
• press releases;
• the Investor Relations section of the Company’s website; and
• the Annual General Meeting of the Company.

The responsibility for shareholder liaison rests primarily with the Executive Directors. Where shareholder or stakeholder concerns cannot be raised via the usual channels, the Chair of the Board will act as liaison.

The Company recognises the responsibility owed to its shareholders, as well as to a wider group of internal and external stakeholders. Engagement with all groups is of paramount importance to the Company, and the Board is aware that each stakeholder group has particular concerns and requires an individual approach. To achieve this, the Company has put in place a range of processes and systems to ensure close oversight and contact with its key resources and relationships.

The Board regularly reviews stakeholders’ perspectives through information provided in the Board meetings, as well as through direct engagement with the stakeholders themselves. Each stakeholder group has varying degrees of interest, depending on the matter in question, and accordingly, the Board seeks to consider the needs and priorities of each stakeholder group in its discussions and as part of its decision-making. Feedback from all key stakeholders is sought on a regular basis and incorporated into Board discussions and deliberations where appropriate. Aside from its shareholders, the Company identifies its employees and its clients and business partners as its key stakeholders.

The Board is responsible for determining the nature and extent of significant risks that may have an impact on the Company’s operations, maintaining an effective risk management framework, and setting the Company’s risk appetite.

The Board has established an Audit and Risk Committee with the delegated responsibility for monitoring the integrity of the Company’s financial statements and internal controls, assessing the quality of the risk management framework, and assisting the Board with determining an appropriate risk appetite for the Company. The Audit and Risk Committee is further responsible for liaising with the Company’s auditor, determining their remuneration and independence, and, where appropriate, facilitating audit tenders.

The Board, assisted by the Audit and Risk Committee, has carried out a robust assessment of the principal risks and uncertainties affecting the Company’s business, taking care to consider the effect of these on the Company’s operations, performance, and solvency, and determined appropriate mitigating actions. The principal risks identified are set out in a risk register, which is reviewed on a regular basis.

The Board comprises Sam Roberts, the Non-Executive Chair, Scott Ellam, the Chief Executive Officer, Angus Gladish, the Chief Financial Officer, and Non-Executive Director Vijay Selvam. All Directors bring invaluable expertise and skills, forming a diverse, effective, and independent Board.

The Non-Executive Chair and Non-Executive Director are considered to be independent. The Chief Executive Officer, Scott Ellam, and the Chief Financial Officer, Angus Gladish work for the Company full-time, and the Non-Executive Directors, including the Chair, devote such time to the business as is necessary for the exercise of their duties. All of the Directors are committing the time necessary to fulfil their roles. The Non-Executive Directors sit on the Remuneration and Audit and Risk Committees. The Board meets formally at least four times a year.

The Company monitors conflicts of interest closely and has implemented a series of procedures to deal with any conflicts that may arise. The Board is aware of its Directors’ responsibilities and interests outside of the Company, and any changes are communicated to and, where appropriate, agreed upon by the rest of the Board.

The governance structures within the Company have been assessed by the Board and are considered appropriate for the size, complexity and risk profile of the Company. This is reviewed by the Board regularly to ensure governance arrangements continue to be appropriate as the Company grows.

Directors are encouraged to undertake additional training where required. The Company’s lawyers, auditors, company secretarial support and corporate advisor provide regular updates on corporate governance and financial reporting developments and the Aquis Growth Market Access Rulebook.

The Board is responsible for setting the Company’s strategy and delivering value to shareholders by implementing its business model effectively. The Directors have a duty and legal obligation to promote the success of the Company and are collectively responsible for establishing and maintaining a robust corporate governance framework.

The Chair, CEO, CFO and Non-Executive Director have clearly defined roles and responsibilities, with the role of the Chair 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 Non-Executive Director is to act as a sounding board for the Chair and a source of reciprocal feedback for other members of the Board and shareholders.

The Board has established two principal committees, being the Audit and Risk Committee and the Remuneration Committee. The Audit and Risk Committee is responsible for monitoring the integrity of the Company’s financial statements and internal controls, determining the relationship with the Company’s auditor, including ensuring their independence, and assisting the Board with risk management and setting the Company’s risk appetite. The Remuneration Committee determines the remuneration policy for the Executive Directors, the Chair, and the Senior Executives.

As part of its continued review of effectiveness, the Board examines succession planning for members of the Board and Senior Executives, takin care to consider short, medium- and long-term implications. Succession planning is a regular item on the Board’s agenda. All Executive Directors work towards clearly defined performance targets, which are reviewed by the Board regularly in consultation with the Remuneration Committee.

While the Company has not yet performed a formal Board evaluation, an internal evaluation will be carried out during the coming financial year to analyse the performance of the Board in its first year since flotation and identify any areas for improvement. The Board will work closely with the Company Secretary on the evaluation process, and the findings of the evaluation and any follow up actions will be reported upon in the Annual Report and Accounts.

The responsibility for setting the remuneration policy for the Executive Directors and the Senior Executives rests with the Remuneration Committee. In consultation with the Board, the Remuneration Committee has developed a remuneration policy that is aligned with the Company’s culture and values and designed to attract, retain, and motivate high quality individuals. The Board believes that the remuneration policy is aligned with the shareholders’ interests.

The Board is dedicated to maintaining constant communication with its shareholders and other important stakeholders, as well as engaging in constructive dialogue. The Company regularly releases financial results, trading updates, and other important information via the RNS service – these announcements can be accessed via the Regulatory News page of the Investor Relations Section of our website. 

In accordance with best practice, the Company puts AGM votes to shareholders on a poll and announces voting results via RNS as soon as possible after the meeting. The Board maintains that if a resolution is passed at the AGM or another General Meeting with 20% or more votes against it, the Board will investigate the reason for the result and take appropriate action if necessary.
Historical documents, including annual and interim reports, the Admission Document, the Company’s constitutional documents, and notices of General Meetings can be found on the Reports, Presentations and Governance Documents page of the Investor Relations section of the Company’s website.