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 8 April 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 67 to 69 of Maintel’s 2024 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 comprises Bob Beveridge as the chair and Clare Bates being 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 Bob Beveridge has adequate recent and relevant commercial and financial knowledge and experience to chair the committee.

Remuneration Committee

Membership of the remuneration committee comprises Clare Bates as chair and Bob Beveridge as the other members. The committee meets at least once a year. The committee’s report to shareholders on Directors’ remuneration is set out in the Annual Report, and describes the remit of the committees.

Nomination committee

Membership of the nomination committee comprises Stephen Benyon as chair with Clare Bates, Bob Beveridge, Angus McCaffery 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.