Corporate Governance Statement
Introduction to Corporate Governance
Introduction
I was honoured to be invited to return to the Board of Empresaria, having previously served as Chief Executive Officer from 2012 to 2018, and to work alongside an entirely new Board. As the Group marks its 30th anniversary in the recruitment and staffing sector, it is guided by a Board with deep sector expertise across our operating brands and markets, bringing diverse insights, skills and perspectives together within a clear, robust and effective governance framework. Following a period of change and uncertainty for the Group, alongside challenging market conditions across the sector, I am grateful to colleagues throughout the business whose hard work, resilience and dedication continue to underpin the future success of Empresaria.
As Chairman, my role is to lead and guide the Board through all market conditions, to ensure it is able to discharge its duties effectively. I am responsible for promoting best practice in corporate governance and for overseeing the development, adoption, delivery and communication of an effective corporate governance model for the Company. The Board collectively develops and determines the Group’s purpose, strategy and overall commercial objectives, and ensures that the Group adopts appropriate policies and procedures that take into account its size, structure and activities.
The Board is committed to ensuring that a strong governance framework operates throughout the Group, recognising that effective corporate governance is essential to supporting management in delivering the Group’s strategic objectives and maintaining a sustainable business for the benefit of all stakeholders. The process of identifying, developing and maintaining high standards of governance is both ongoing and dynamic, reflecting changes in the Group and its operations, the entirely new composition of the Board and developments in corporate governance, including the expectations of the 2023 QCA Code.
Board changes
2025 was a year of fundamental change in Board composition. Zach Miles, a Non-Executive Director for over 12 years, retired from the Board at the 2025 AGM held in May 2025. At the Requisitioned General Meeting of the Company held in October 2025, the remaining Non-Executive Directors (Penny Freer, Steve Bellamy and Ranjit de Sousa) and the Chief Executive Officer (Rhona Driggs) were removed as Directors and Vinod Tailor, Arun Shankardass, Eckhard Köhn and I were appointed. On behalf of the Board, I should like to take this opportunity to thank all the former Board members for their contributions to the Board, the work of the Board’s Committees and to the wider Group over their tenures. We wish them every success for the future.
The new Board commenced a thorough review of the Group’s operations with the objectives of:
- addressing the challenges that the Group faces and stabilising the Group’s operations, both financially and operationally, by focusing on efficiency and cost discipline;
- building on the Board’s relationships with the Group’s management teams and support them in delivering on the Group’s commercial goals; and
- ensuring that the Group is well positioned to benefit once the broader staffing and recruitment markets begin to recover.
In addition to the Chairman role, given the exceptional circumstances of the Requisitioned General Meeting, I took on the CEO role on a strictly short-term interim basis pending the outcome of the new Board’s review of the Group and the search for a new CEO. I was assisted in these interim executive duties primarily by Eckhard Köhn. Following the review and a search for a permanent CEO, Nigel Marsh, a highly experienced leader in the staffing industry, was appointed and started in his role as the new CEO in March 2026. This allowed me to cease my interim CEO role. The former Chief Financial Officer, Tim Anderson, took a leave of absence in November 2025 and then stepped down from the Board in January 2026. Spencer Wreford, who worked closely with me during his previous tenure with the Group as Finance Director, returned to the Group in the role of Chief Financial Officer in May 2026. In the interim period, we engaged the services of an experienced financial consultant to head the finance team during this particularly demanding period including the Group audit.
Change of Nominated Advisor and Joint Broker
At the Company’s Requisitioned General Meeting in October 2025, the Company’s Nominated Adviser and joint broker changed from Singer Capital Markets Advisory LLP to Allenby Capital Limited, with whom we have longstanding relationships with key personnel.
Change of Auditor
In addition to the changes to the Board and Nominated Adviser described above, the Company also changed the Group auditor in 2025. The former auditor’s fee proposal led to the Audit & Risk Committee running a competitive audit process, which resulted in the Board appointing Kreston Reeves Audit LLP as auditor in November 2025.
The 2025 audit was completed successfully, and a resolution to reappoint Kreston Reeves Audit LLP will be proposed at the forthcoming AGM.
The QCA Code
Having regard to all the circumstances, including the size of the Group, the regulatory framework that applies to AIM companies and the expectations of the Group’s stakeholders, the Board considers that the 2023 edition of the Corporate Governance Code issued by the Quoted Companies Alliance (‘QCA’) remains the most appropriate corporate governance code to apply. This corporate governance statement explains how we apply the QCA Code to support the Group’s medium and longer-term success. Despite the significant upheaval of the past six months, the Board is satisfied that the Group complies with the principles set out in the QCA Code and will continue to review and evolve our governance framework to ensure alignment.
Looking ahead
Following the strategic review at the end of 2025, the new Board concluded the previous Board’s transformation strategy and returned to the former business model aligned with Empresaria’s founding principles, The Group was founded as an international specialist staffing & recruitment group, following a multi-branded strategy to address global talent shortages. The Group’s success was built on three principles: entrepreneurial freedom of movement, a decentralised business model and value creation led by brand leaders. By returning to the Group’s founding principles, the Board will focus on the growth of all operating companies. Where there is strong commercial rationale, and in close cooperation with stakeholders, the Board may pursue very limited disposals. The overall aim is to grow and strengthen all our brands and respect entrepreneurial freedom.
The QCA’s ten principles of corporate governance
QCA principles
Compliant
Further reading
5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.
For more information: See pages 22 to 25 of the 2025 Annual Report
Corporate Governance Statement
The role and functioning of the Board
The Board is comprised of an independent Non‑Executive Chairman, three independent Non-Executive Directors, and two Executive Directors. The Chairman and Chief Financial Officer (‘CFO’) have extensive prior experience and a deep understanding of the Group. The Board as a whole benefits from a balance of skills, experience, independence and knowledge of both the Group and the wider staffing industry, supporting the effective discharge of their duties and responsibilities as Directors.
The Board is collectively responsible for the long-term success of the Company. Following their appointment in October 2025, the new Board carried out a strategic review of the Group, assessing its strategy and business model, and determining a change in strategic direction from that followed by the previous Board. The Group’s strategy, business model and annual budget are developed by the Chief Executive Officer (‘CEO’) and the CFO, and submitted for consideration, challenge and approval by the Board. This year it was developed by the Chairman and the external finance consultant in their interim CEO and CFO roles pending the starts of Nigel Marsh as CEO and Spencer Wreford as CFO. The Board collectively challenges and develops a strategy that is then approved by the whole Board. The management team, led by the CEO, is responsible for implementing the strategy that has been approved by the Board, and managing the business at an operational level. This strategy and business model, designed to promote long-term benefit for all stakeholders, including delivery of long-term value for shareholders, is described in the Strategic report on pages 1 to 30 of the 2025 Annual Report and on the Company’s website.
The Company is controlled through the Board, which has established Committees for Audit & Risk, Remuneration and Nominations, to which it delegates clearly defined powers. The terms of reference for the Committees are reviewed annually. During the year, the terms of reference for all the Committees were reviewed and the Board was satisfied they remain fit for purpose. Each Committee’s terms of reference can be found on here.
There is a formal schedule of matters reserved for consideration by the Board, which includes responsibility for the following:
- approval of overall strategy and objectives;
- approval of the annual budget and monitoring progress towards its achievement;
- changes to the Group’s principal activities;
- changes to the senior management structure;
- changes to capital structure;
- approval of annual and interim financial statements;
- approval of related party transactions;
- approval of financing arrangements and treasury policy;
- approval of material investments and disposals;
- approval of material unbudgeted expenditure; and
- approval of significant Group policies.
These reserved matters are reviewed by the Board, at least annually, to ensure they remain appropriate and complete. In October 2025, the Board considered the schedule of matters reserved for full Board approval and the schedule of operational matters, which are delegated to management of the operating subsidiaries, and concluded they remained fit for purpose.
Non-Executive Directors are required to devote such time as is necessary for the proper performance of the duties of their office. Executive Directors are employed as full-time employees. In the exceptional circumstances of the Requisitioned General Meeting and the following weeks, which saw the wholesale change in the composition of the Board, the new Board determined that the Group required, and accordingly engaged, consultancy services from the Chairman and Eckhard Köhn in addition to and outside the scope of their duties as Non-Executive Directors. The Board also sought the services of an external finance consultant. Each of these engagements was on a short-term interim basis, pending the appointments of the new CEO and CFO.
Prior to the beginning of each year, Board and Committee meetings are scheduled in line with the key financial reporting dates. A document pack, comprising a full agenda and documents to be tabled, is distributed to all relevant Directors a week prior to each meeting. Any specific actions arising during meetings are agreed by the Board or Committee (as applicable) and a follow-up procedure monitors their completion. Monthly financial and operational reviews are distributed to the Board, irrespective of whether a scheduled meeting is to take place. This assists the Board to keep informed of developments on a regular basis.
All Officers are invited to submit items for discussion for each meeting agenda and time is also allocated at each meeting to discuss any other business, which all Officers are invited by the Chairman to raise.
All Non-Executive Directors participate in strategy development and decisions required to implement actions to progress towards meeting the Group’s objectives. As noted above, in the absence of any Executive Directors the Non-Executive Directors carried out the recent strategy review.
The Chairman is responsible for the effective running of the Board and for ensuring that all Directors play a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives. The CEO’s primary role is to deal with the running of the Group’s business and executive management of the Group.
During the year, there was 92% eligible attendance at all meetings of the Board and Committees. The following table shows the number of formal scheduled meetings held during the year, the attendance of each Director and, where they are seeking re-election, their full years in office at the forthcoming 2026 AGM:
| Board | Audit & Risk Committee | Remuneration Committee | Nomination Committee | Tenure | |
|---|---|---|---|---|---|
| Penny Freer¹ (Non-Executive Director / Chair) | 7/7 | – | - | 1/1 | N/A |
| Zach Miles² (Non-Executive Director) | 1/3 | 0/2 | 0/2 | 0/1 | N/A |
| Steve Bellamy¹ (Non-Executive Director) | 7/7 | 4/4 | 3/3 | 1/1 | N/A |
| Ranjit de Sousa¹ (Non-Executive Director) | 7/7 | 4/4 | 3/3 | 1/1 | N/A |
| Rhona Driggs¹ (Chief Executive Officer) | 7/7 | - | - | - | N/A |
| Tim Anderson⁴ (Chief Financial Officer) | 10/12 | - | - | - | N/A |
| Joost Kreulen³ (Non-Executive Director / Chairman) | 5/5 | - | - | - | 0 years |
| Vinod Tailor³ (Non-Executive Director) | 5/5 | - | 1/1 | - | 0 years |
| Arun Shankardass³ (Non-Executive Director) | 5/5 | 1/1 | 1/1 | - | 0 years |
| Eckhard Kӧhn³ (Non-Executive Director) | 5/5 | 1/1 | - | - | 0 years |
¹ Ceased to be Directors on 15 October 2025
² Ceased to be a Director on 20 May 2025.
³ Appointed on 15 October 2025.
⁴ Ceased to be a Director on 22 January 2026.
In addition to these formal scheduled meetings, the full Board or relevant Committee convene unscheduled meetings as and when appropriate through the year, to discuss matters in a timely manner without waiting for the next formal meeting. 2025 was an exceptionally busy year with strategy changes, possible offers and the Requisitioned General Meeting and Board changes. These necessitated an elevated frequency of Board and Committee communications throughout the year.
There is a clear division of responsibilities between the Chairman and CEO, with no one individual having unfettered powers of decision. The Company Secretary, a solicitor since 2001, advises the Board and reports directly to the Chairman on corporate governance matters, supports the Chairman in the effective functioning of the Board and its Committees and facilitates the receipt by the Board of high-quality information in a timely manner. He also heads up the Group’s in-house legal team and advises the Board on legal and governance matters, helping to make sure that Board procedures and applicable rules and regulations are observed. The Directors are also able to take independent professional advice in the furtherance of their duties as necessary.
Engagement with shareholders
The Board seeks to engage with shareholders to maintain a mutual understanding of objectives between them and the Company and to manage their expectations. Relations with shareholders and potential investors are managed principally by the Chairman and Executive Directors. Shareholders and potential investors are invited to ask questions at any time by emailing companysec@empresaria.com or via the Company’s financial PR adviser by emailing empresaria@almastrategic.com and further contact details are set out on the ‘Investor and Adviser Contacts’ page of the Company’s website. All shareholders are invited to attend the Company’s Annual General Meeting and ask questions. In line with our commitment to maintaining effective communication structures for all sections of our shareholder base, the Executive Directors delivered online presentations, via the Investor Meet Company platform, to present our preliminary results in March 2025 and our interim results in August 2025. This platform allows for questions to be submitted both before and during the live presentation. The annual and interim presentations made to investors and a description of the Company’s investment case, strategic objectives and business model are all made available on the Company’s website. The Company retains a financial PR adviser and a house broker who provides equity research analysis. They both provide feedback to the Board from existing shareholders and potential investors.
Stakeholders and social responsibilities
The Group’s business model relies on developing and maintaining strong relationships with our employees, candidates, temporary workers, clients and regulatory authorities.
The Board is conscious of its responsibility towards all stakeholders and believes this is an important consideration for the long-term growth of the business. Stakeholder engagement and feedback is taken seriously throughout the Group. Regular communication is made with all the Group companies and employees. The Group places considerable value on the involvement of our employees and keeps them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal and informal meetings, information available on the Company’s website and HiBob, the centralised workplace platform. The Group uses social media to engage directly with stakeholders through various channels, including Facebook and LinkedIn. The Group also engages with regulators and government agencies, for example in response to consultations or proposals, both directly and through membership of worldwide trade associations.
Risk management
The Board is ultimately responsible for risk management and internal controls and determining the nature and extent of the principal risks the Company is willing to take to achieve its purpose and strategic objectives. Details of the principal risks identified are set out on pages 22 to 25 of the 2025 Annual Report. The regular monitoring and consideration of risk is delegated to the oversight of the Audit & Risk Committee (‘ARC’). The ARC has the responsibility to keep under review the adequacy and effectiveness of the Company’s internal financial controls and the internal control and risk management systems. Risk is on the agenda for each scheduled meeting of the ARC. The ARC works with executive management to identify principal risks to the Company, such as those that could affect the Company’s purpose, strategy, business model, future performance, solvency and liquidity. The ARC reviews the identified risks, assesses their materiality and likelihood of their occurring and considers them against the Board’s risk appetite. The ARC oversees the appropriateness of the Group’s risk management systems and policies, makes recommendations as it sees fit, agrees the operational actions for the executive management to take to avoid or mitigate risks and monitors the actions taken.
The ARC reports to the Board following each risk review, to ensure that all Directors are kept informed at regular intervals through the year and provide opportunities to raise any questions, challenge assumptions and consider additional potential risks.
Experience, skills and capabilities
Biographical details of each of the Company’s Officers, detailing relevant experience, skills and capabilities, can be found on pages 36 to 38 of the 2025 Annual Report.
The Nomination Committee meets formally at least once a year to monitor and review the structure, size and composition of the Board and its Committees. It considers succession planning and makes recommendations to the Board for any appointments or other changes, to ensure that the right skills and expertise are maintained by the Company for effective management. All members of the Board participate in the recruitment of members to the Board.
The Directors determine the training requirements appropriate to their role and the needs of the Group. Directors attend relevant industry conferences and workshops throughout the year. The members of the Committees refresh their skills and knowledge by attending briefings and seminars and reviewing publications provided by various professional services firms and by audit and other regulatory bodies.
Board performance
Formal Executive Director performance evaluations are conducted annually in preparation for the review and approval of annual remuneration packages. For 2025, an element of the annual executive bonus plan was subject to achievement of personal performance targets, set by the Remuneration Committee, that are tied to delivery of the Company’s strategy. The personal performance element has been removed for 2026, so that the entirety of the performance-related pay of the executive management team becomes directly tied to achievement of PBT and EPS targets. Each Non-Executive Director’s performance is evaluated as an outcome of the formal performance evaluations of the Committee(s) of which they are a member.
Performance evaluations identify and record achievements, training requirements and areas for improvement in relation to annual objectives and performance of their respective roles, in order to consider effectiveness. Objectives for the forthcoming year are defined along with identification of how achievements will be met, target dates and details of resource constraints or issues to ensure that actions are planned and taken as a result of the evaluation process.
Promotion of corporate culture
The Company actively promotes integrity in its dealings with our employees, candidates, temporary workers, clients, suppliers and shareholders, and the authorities of the countries in which our brands operate. The Board recognises that the reputations of our brands are valuable assets gained over a long period and must be protected. The Group has a number of policies, including those for dealing with bribery, gifts, hospitality, corruption, fraud, tax evasion, modern slavery and inside information. The Board requires that all Group companies and employees adhere to the Empresaria Code of Conduct.
All employees must comply with the laws and regulations of the countries in which they operate and those responsible for the management of each operating subsidiary confirm to the Board annually their compliance with these and with the Group’s policies and Code of Conduct. The Group’s whistleblowing policy is publicised to all employees and an established anonymous whistleblowing system is in place. There are several methods by which employees may ask questions of, and provide feedback directly to, members of the Company’s senior management and the Board.
Our operating subsidiaries are required to ensure that advertising and public communications avoid untruths or overstatements. They are also expected to build relationships with suppliers based on mutual trust and endeavour to pay suppliers on time and in accordance with agreed terms of business. The work of our Group-wide DE&I committee helps us shape the Group’s approach to this critical area and we remain committed to ensure equal opportunities for all staff, at every level, throughout the Group.
Greycoat is the only Group company required to report on gender pay gap. Greycoat has a negative gender pay gap, with women’s mean hourly pay, median hourly pay, mean bonus pay and median bonus pay exceeding men’s pay for each metric.
Independence and succession planning
The independence of all Non-Executive Directors is reviewed annually, with reference to their tenure, independence of character and judgement and whether any circumstances or relationships exist that could affect their judgement. All Non-Executive Directors were only appointed in October 2025 and therefore have no independence concerns related to tenure. The Board assesses what would be the most desirable number of Non-Executive Directors for the Board, having regard to the size of the Group, the scope of its operations and the efficient functioning of the Board and the executive management team. The Board looks at the manner in which the component parts of the Board function together, the skills and external experiences of the Non-Executive Directors, their involvement and insight in Board and Committee meetings and their ability to challenge management objectively.
The Board will continue to review succession planning for all key roles on an ongoing basis. It recognises that diversity of culture, background, experience and gender supports effective governance and balanced decision‑making. While the current Board composition benefits from diverse characteristics, the Board is aware that there are no female Directors and will consider this with future succession planning.
In accordance with the Companies Act 2006 and the Company’s Articles of Association, each of the Directors has a duty to avoid a situation where they have, or might have, a direct or indirect interest that conflicts, or potentially may conflict, with the Company’s interests. The Company has established procedures for the disclosure by Directors of any such conflicts for the Board to consider and, if appropriate, authorise. If such a conflict exists, the relevant Director is excused from consideration of the relevant matter. All additional external responsibilities taken on by Directors during the year were considered by the Board for any actual or potential conflicts that may arise. The Board is satisfied that the independence of the Directors who have additional external responsibilities is not compromised.
Further Information:
22 May 2026