Corporate Governance

Maintel is committed to shareholder-focused corporate governance and our Board of Directors has adopted transparent corporate guidelines that encourage excellence in corporate governance.

This information was last reviewed on 4th November 2026.

1. Corporate Governance Statement

As a business it is our responsibility to ensure that the Board is performing its role effectively and has the capacity, ability, structure, and support to enable it to continue to do so.

We believe that a sound and well-understood governance structure is essential to maintain the integrity of the Group in all its actions, to enhance performance and to impact positively on our shareholders, staff, customers, suppliers, and other stakeholders.

Maintel adopted the QCA Corporate Governance Code (“the Code”) as the benchmark for measuring our adherence to good governance principles.

These principles provide us with a clear framework for assessing our performance as a Board. We describe how we apply the Code’s ten guiding principles in practice on pages 66-69 of Maintel’s 2025 Annual Report. Maintel is currently transitioning to comply with the 2023 version of the Code, and will report against this version of the Code in future reports.

We take overall responsibility for compliance with the Code and justifying any divergence from it. The Board will continue to develop its governance processes in the coming year.

2. Committees of the Board

The following committees deal with specific aspects of the Group’s affairs:

Audit and Risk Committee

Membership of the Audit & Risk committee is restricted to Non-Executive Directors and William Ginn as the chair and John Spens as the other member. The chief executive, chief financial officer and group financial controller attend meetings as appropriate, as do the external auditors.

The remit of the committee is to:

• Consider the continued appointment of the external auditors, and their fees, terms of engagement and independence, including the appointment of the auditors to undertake non-audit work.
• Monitor the nature and extent of non-audit work undertaken by the auditors, including reviewing the letter of independence provided by the auditors annually which includes details of audit & non-audit work undertaken.
• Liaise with the external auditors in relation to the nature and scope of the audit.
• Review the form and content of the financial statements and any other financial announcements issued by the Group.
• Review any comments and recommendations received from the external auditors and considering any matters which might have a financial impact on the Group.
• Review the Group’s statements on internal control systems and the policies and process for identifying and assessing business risks and the management of those risks by the Group, review annually the Company’s risk policy statement and risk appetite statement.
• Review annually the Group’s insurance covers.
• The audit committee convenes at least twice a year. The Board is satisfied that William Ginn has adequate recent and relevant commercial and financial knowledge and experience to chair the committee.

Remuneration Committee

Membership of the remuneration committee comprises Craig Eadie (Chair) and John Spens. The Committee meets as required throughout the year and is responsible for overseeing the Company’s remuneration arrangements and remuneration policy.

The Committee’s responsibilities include:

• Reviewing and determining the remuneration framework for Executive Directors and certain senior managers;
• Determining the remuneration and incentive arrangements for Executive Directors;
• Reviewing performance-related incentive arrangements, including annual bonus and long-term incentive plans;
• Setting and reviewing performance measures and targets linked to incentive arrangements;
  considering remuneration across the wider workforce as part of the annual salary review process; and
• Reviewing remuneration arrangements to ensure they remain appropriate for the business and support the Company’s objectives

Remuneration and Performance

Executive Director remuneration is intended to reward, incentivise and retain directors of calibre that will support the delivery of the Company’s short- and long-term objectives, while reflecting the responsibilities and contribution of each Executive Director.

• Executive remuneration may include:
• Base salary;
• Benefits;
• Pension contributions;
• Annual bonuses; and
• Long-term incentive awards.

Annual bonus opportunities are linked to the achievement of financial and operational targets set by the Remuneration Committee and assessed against Company and individual performance. Long-term incentive awards are subject to performance conditions and support the achievement of the Company’s longer-term objectives.

Non-Executive Directors receive fees for their services and do not participate in the Company’s bonus or long-term incentive arrangements.

For further information, please see page 74-79 of Maintel’s 2025 Annual Report and Accounts.

Nomination committee

Membership of the nomination committee comprises Craig Eadie as chair with William Ginn and Dan Davies as the other members. The committee meets at least once a year and otherwise as required under the terms of its remit.

The committee’s remit includes:

• Reviewing the structure, size, effectiveness and composition of the Board.
• Identifying and nominating suitable candidates to fill vacancies on the Board.

3. Shareholder Engagement

The Company is committed to maintaining an open and constructive relationship with its shareholders and recognises the importance of regular engagement and communication. The Board seeks to understand shareholder views and provide shareholders with timely information regarding the Company’s performance, strategy and governance arrangements. Key updates are communicated through:

• RNS announcements and investor presentations;
• Maintaining the ‘Investors’ section of the Company website;
• The release of trading updates, interim reports, and annual reports and accounts; and
• The Annual General Meetings where shareholders have the opportunity to question management.

However, between these formal engagement activities the Board is in regular discussion with its shareholders and is available for discussions as required. Shareholder queries are handled by Board.

For further information regarding shareholder engagement and communication, please refer to page 67 of the 2025 Annual Report and Accounts.