Chairman’s Corporate Governance Statement
The Board recognises the importance of strong corporate governance and we set out below and in our annual report the principles and provisions in the Quoted Companies Alliance (QCA) Corporate Governance Code (the Code) which have been applied.
The Code sets out principles and specific provisions on how a company should be directed and controlled to achieve standards of good corporate governance and it provides a guide to a number of key components of effective board practice.
The Board is committed to the principles of corporate governance and corporate social responsibility, specifically including those contained in the Code.
The Board recognises that good governance helps the business to deliver the strategy, generate shareholder value and safeguard shareholders’ long-term interests, and is committed to high standards of corporate governance.
The Company is controlled through the Board of Directors which currently comprises three executive Directors and four independent non-executive Directors including the Chair.
As Chair I report to the Board and am not responsible for executive matters regarding the Group’s business. My principal responsibility as Chair is the effective running of the Board. In addition, I endeavour to:
- Uphold the highest standard of integrity and probity;
- Build an effective and complementary board, and with the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor Chairman) subject to Board and shareholder approval;
- Provide coherent leadership of the Group, in conjunction with the Chief Executive Officer; and
- Ensure clear structure for, and the effective running of, Board committees.
As Chair, I provide coherent leadership of the Group, I am responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives and as required will represent the Group to customers, suppliers, shareholders, financial institutions, the media, the community and the public, as appropriate.
I am also the guardian of the Board’s decision-making processes, providing a clear structure for the effective running of board committees and effective implementation of all decisions.
The Group encourages two-way communication and attend meetings with both its institutional and private investors and responds to all queries received verbally or in writing.
The Group has a comprehensive system for reporting financial results to the Board. Each operating unit prepares monthly results with a comparison against budget. Towards the end of each financial year the operating units prepare detailed budgets for the following year. Budgets and plans are reviewed by the Board before being formally adopted.
Quality and integrity of personnel is regarded as vital to the maintenance of the Group’s system of internal control. Due to the relatively small number of key employees within the business, the Board has first hand knowledge of their performance.
The executive management has defined the financial controls and procedures with which each operating unit is required to comply. Key controls over major business risks include reviews against performance indicators and exception reporting. The operating units make regular assessments of the extent of their compliance with these controls and procedures.
Much of the Group’s financial and management information is processed by and stored on computer systems. Accordingly, the Group has established controls and procedures over the security of data held on computer systems. Also, the Group has put in place arrangements for computer processing to continue and data to be retained in the event of the complete failure of the Group’s own data processing facility.
With a substantial part of purchases in United States dollars, hedging against foreign exchange fluctuations in this currency is recognised by the Directors as a key responsibility. The prudent use of various financial instruments minimises vulnerability to the volatility of the US dollar that may affect this net exposure.
A number of the Group’s key functions, including treasury, taxation and insurance, are dealt with centrally by the Chief Executive Officer who reports to the Board on a monthly basis.
The Group meets its day to day working capital requirements through certain overdraft facilities. The bank facilities were renewed in October 2025 for a further 12 months and the Group expects to operate within the facilities currently agreed. Based on the Group’s plans, and after making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.
The Group does not use Social Media for the dissemination of Inside Information which is released only through notifications issued through a regulatory news service after discussion with the Nominated Adviser. Subsidiary companies do use Social Media for trading and operational purposes provided that such information does not involve inside information. Any releases to Social Media are reviewed in advance by a Director of the Group to ensure this policy is being complied with.
Steve Grant
Non-Executive Chairman
23rd March 2026
QCA Principles
Principle 1
“Establish a strategy and business model which promotes long-term value for shareholders.”
The Board sees the purpose of the Group is to deliver returns to shareholders that reflect the capital that they have invested in the Group. The Board considers the returns to shareholders will be initially via dividends and in the long term by delivering a sustainable increase in profitability that will lead to both an increase in the share price and an improvement in the trading liquidity of the shares. The Group strategy and business model is formulated by the Chief Executive Officer, Group Commercial Director and Chief Financial Officer in regular discussions with the Non-Executive Directors. The final strategy is approved by the full Board. The executive team, led by the Chief Executive Officer, is responsible for implementing this strategy and for generally managing and developing the business. Changes in strategy require approval from the Board. The strategy and the principal risks and uncertainties facing the Group is set out in the Annual Report.
Principle 2
“Promote a corporate culture that is based on ethical values and behaviours.”
The Group seeks to deliver its purpose, as detailed in principle 1 above, based on strong underlying values and behaviours. The culture of the Group is led by the full Board, who meet regularly with the senior management team, to ensure the purpose of the Group and how it operates, as communicated on a day-to-day basis by the Executive Directors, is clearly understood.
The Group recognises there are a broad range of stakeholders in the Group, including shareholders, colleagues, members of the pension schemes, lenders, suppliers and customers and seeks to treat them all openly and fairly. The Group has a Corporate Social Responsibility Committee (CSRC), further details of which are included in the Directors’ report of the annual report. The Group is mindful of its impact on the environment and has implemented a number of environmental policies, further details of which are provided in the Directors’ report in the annual report.
The Group seeks to be an fair and open employee and the employment policies, which are detailed in the Directors’ report in the annual report.
Principle 3
“Seek to understand and meet shareholder needs and expectations.”
he Board recognises the importance of providing shareholders with as much clear and transparent information on the Group’s activities, strategy and financial position as is commercially possible and as permitted within the guidelines of the AIM rules, Market Abuse Regulations (MAR) and requirements of the relevant legislation.
The Board believes that the Annual Report and Accounts and the Interim Report play an important part in presenting all shareholders with an assessment of the Group’s position and prospects.
Details of all shareholder notifications and announcements are provided here.
The Executive Directors typically holds meetings with larger shareholders following the release of annual and interim financial results, releases an investor presentation and hosts an investor day and regards these and the Annual General Meeting as the principal opportunity for private shareholders to meet and discuss the Group’s business with the Directors. There is an open question and answer session at the Annual General Meeting during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are all also available after the meeting for an informal discussion with shareholders.
Simon Bragg is a Non-Executive Director and holds 18.9% of the issues share capital of the Company. The Company, Simon Bragg and the Company’s nominated advisor have entered into a simple relationship agreement to ensure the Company is capable of carrying on its business independently at an operational level.
Principle 4
“Take into account wider stakeholder and social responsibilities and their implications for long term-success.”
The Board recognises its prime responsibility under UK corporate law is to promote the success of the Group for the benefit of its shareholders as a whole. The Board also understands that it has a responsibility towards other stakeholders, including but not limited to its employees, pensions scheme members, lenders, customers and suppliers. Regular meetings are held with each of these stakeholder groups to discuss salient matters which may range from employee schemes to recycle more within the office to reducing the level of packaging required by customers to strict adherence by suppliers to toy safety directives.
In addition, the Group recognises its responsibility to protect the environment. The Group strives to manage its operations in ways that are environmentally sustainable and economically feasible and provides appropriate educational programs for staff and other stakeholders.
The Group has a Corporate CSRC which is responsible for ensuring that each business in the Group operates to the same broad guidelines defined in the Group policy statement issued by the CSRC. This statement deals with health and safety, employee wellbeing, the Group’s impact on the environment and its social responsibility.
Every new or prospective supplier must satisfactorily complete an audit before being validated by the Group. Follow up audits are undertaken on a regular basis once suppliers are accepted. With the benefits of language and location, the Group’s Hong Kong office is able to control the audits of the suppliers in Asia. Other supplier audits are controlled from the UK.
The Group recognises that is reliant on its team of colleagues to deliver the Group’s purpose and so the reward and wellbeing of them is carefully considered and managed by the Board. The Board ensures there is no unfair discrimination in employment practices, all colleagues have equal opportunities, clear and open communication channels and the opportunity for share participation through share option schemes. There is a process by which all colleagues can raise concerns in private.
Principle 5
“Embed effective risk management, considering both opportunities and threats, throughout the organisation.”
The Board is responsible for setting the risk appetite for the Group, which will vary based on the decision to be made. In introducing new product ranges in the Group’s four segments the Board is willing to take risk based on the detailed knowledge of the management team of the markets and the likely success of the products. For decisions that are likely to have a major impact on the Group, for example the acquisition of a business, the Board will be more risk averse and undertaken significant due diligence before deciding.
The Audit Committee provides guidance, having taken feedback from the Executive Directors and third-party advisors to the Board on the effectiveness of the Group’s system of internal control. The Group has designed and implemented systems that manage, limit and control the risk of failure to achieve business objectives. As with all systems, the Group’s processes cannot eliminate all risk completely but provide reasonable rather than absolute assurance against material loss or misstatement. A report from the Audit Committee is included in the annual report.
The Chief Financial Officer leads a continuous process, with support from the leadership and finance team, to identify, evaluate and manage the Group’s significant risks. The Group’s principal risks and uncertainties and mitigating actions are disclosed in the Strategic report in the annual report.
The Executive Directors, supported by the Group’s senior management, are actively involved in the daily management of all aspects of Group operations and meet on a regular basis to discuss:
- Quality, environmental and health and safety performance.
- Monthly financial and commercial results of the business compared to forecast.
- Business risks and appropriate control systems improvements to manage those risks.
- Progress on performance improvement projects.
- Steps taken to embed internal control and risk management further into the Group’s operations.
On a monthly basis, agreed financial and non-financial KPIs together with management accounts are reviewed by the Board to assess progress against its key objectives for the year. The KPI’s, management accounts and more detailed departmental level data are cascaded via the senior management throughout the organisation. The Board further considers whether any significant strategic, organisational or compliance issues have occurred (or are at risk) to ensure that the Group’s assets are safeguarded and financial information and accounting records can be relied upon.
Principle 6
““Maintain the board as a well-functioning, balanced team led by the chair.”
As set out in the Chair’s Corporate Governance Statement disclosed on the website, the Group is controlled through the Board of Directors which comprises three Executive Directors and four Non-Executive Directors. Details of the Directors are provided in the Directors’ Report of the annual report. The Directors have used their diverse skills and experience to improve the performance of the Group, whilst maintaining its strong system of controls. The Board consider that M A Taylor and J Crookall are independent as they do not hold or hold minimal shares in the Company and do not receive any performance related remuneration.
The Board has decided that it will now require all Directors to seek re-election at each AGM.
The Board sets the Group’s strategic aims and ensures that necessary resources are in place in order for the Group to meet its objectives. All members of the Board take collective responsibility for the performance of the Group and all decisions are taken in the interests of the Group. The service contracts of the three executive Directors may be terminated by either party giving 6 to 12 months’ written notice.
The remuneration and other emoluments of the Executive Directors and senior managers are determined by the Remuneration Committee, of which M A Taylor (Chair), S J Grant, J Crookall and S W Bragg are members. Executive remuneration packages are subject to an annual review and are designed to attract, motivate and retain Directors and senior managers of a high calibre.
The Board normally meets monthly. It is responsible for overall Group strategy, acquisition and divestment policy, approval of major capital expenditure projects and consideration of significant financing matters. It monitors the exposure to key business risks and reviews the strategic direction of its trading businesses, their annual budgets, their progress towards achievement of those budgets and their capital expenditure programmes. The Board also considers environmental and employee issues and key appointments.
The Board has established three committees. The Audit Committee meets as appropriate to review the Group’s accounting policies, reporting procedures and financial matters, with the Chief Executive Officer, Chief Financial Officer and the external auditors in attendance. The Nominations Committee meets when applicable to consider and recommend to the Board changes in the Board’s composition. The Remuneration Committee reviews the terms and conditions of employment of the Directors and senior managers. S J Grant, M A Taylor (Chair – Audit, Remuneration and Nominations Committee), J Crookall and S W Bragg are members of these committees and take independent external advice when appropriate.
In the year ended 31 December 2025 there were eleven formal board meetings held. All Directors were in attendance for all meetings. In addition, there were two Audit Committee meeting and three Remuneration Committee meetings. There were no Nominations Committee meetings in the year.
Please click here for Director’s profiles which detail skills, experiences and capabilities.
Principle 7
“Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities.”
The Board is considered to have all appropriate skills, experience and knowledge sufficient to give it the ability to constructively challenge strategy, decision making and scrutinise business performance. The Board’s biographical details are set out on the Group’s website and in the Directors’ report of the annual report.
Board composition remains under review to ensure it remains appropriate for the strategic and managerial requirements of the Group.
Attendance and participation in relevant training, networking and update events are encouraged in order to create, maintain or enhance relevant skills and knowledge. Updates from external advisers are utilised to ensure relevant knowledge of Corporate Governance matters where appropriate.
All Directors have access to the Group’s (or independent) professional advisors at the Company’s expense. In addition, they have access to the advice and services of the Company Secretary who is responsible to the Board for advice on corporate governance matters.
Details of all the sub-committees that the Board rely on are included in principle 6.
Principle 8
“Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”
The Group undertakes regular informal evaluations of the performance and effectiveness of the Board and that of each Director and its Committees. Suggestions regarding the strategic direction of the Group are covered during monthly Board meetings.
The Directors have undertaken a review of their roles in the year ended 31 December 2025 and produced a succession plan. They also have committed to undertake a detailed formal Board Effectiveness review over the coming year.
Responsibility for assessing and monitoring the performance of the Executive Directors lies with the Non-Executive Directors. External advice is taken as appropriate.
The Company Secretary, in conjunction with external advisers, ensures that all Directors are updated with changes in relevant legislation and regulation. External advice is also taken as appropriate.
Principle 9
“Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.”
The Board has established a remuneration policy which aligns with the Group’s purpose, strategy and culture. The remuneration policy is designed to motivate the Executive Directors and senior management to grow long-term shareholder value. This policy aims to reward through salary and bonus for exceeding financial targets and through share options to create long-term, sustainable shareholder value. Further details of the remuneration policy and remuneration are provided in the Remuneration Report within the annual report.
Principle 10
“Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.”
The Board is committed to maintaining an open dialogue with shareholders and stakeholders. Communication is co-ordinated by the Chairman and Chief Executive Officer.
Throughout the year, the Board maintained a regular dialogue with its major investors, providing them with such information on the Group’s progress as is permitted within the guidelines of the AIM rules, MAR and requirements of the relevant legislation.
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects.
The Annual General Meeting is the principal opportunity for shareholders to meet and discuss the Group’s business with the Directors. There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders.
Historical Annual Reports and AGM notices are published on the Group’s website here.