Corporate Governance
As an AIM quoted company, the Board has chosen to follow the QCA Corporate Governance Code (the Code). We believe that this provides a practical and proportionate framework that will support the Company’s success over all time horizons. While no governance framework is likely to create value in and of itself, having appropriate and robust structures and processes in place should mitigate risk and so help us preserve value for our shareholders and other stakeholders.
In this section of our website, and the corporate governance reporting within our 2025 annual report, we explain how we have applied each of the ten principles of the 2023 edition of the Code within our company and business.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
| Shared board view of the company’s purpose, business model and strategy | Our board directors have a clear and uniform understanding of our purpose, which is franchisee-centric – ‘as they grow, we grow’. Everything we do is predicated on growing the business, sustainably, to deliver value for our shareholders over the long term. |
| Purpose as a driver of business model and strategy, and a driver of the delivery of shareholder value in the medium- to long-term | We have a widely understood purpose which deliberately puts our franchise owners first – ‘as they grow, we grow’. Our business model flows naturally from this – we have market-leading franchise brands, the size and financial strength to support our franchisees and grow our business, established and resilient franchise networks, a strong technology platform and a co-ordinated group-wide approach to the business, all driven by a highly experienced management team. Our strategy is simple – grow sales, spend smartly and collect cash. |
| Board should have long-term objectives | The board is clearly focused on delivering growth in earnings per share over all time horizons, as we believe that this will result in the delivery of value to our shareholders and employees, and be to the benefit of our franchise owners through being part of a successful and growing group. |
| Clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future | We have adopted five Guiding Principles which we believe will facilitate and support the delivery of growth over the long-term and help in protecting us from the risks associated with short-termism and corner-cutting. |
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
| Board should embody and promote a corporate culture based on sound ethical values and behaviours | Tone from the top is of paramount importance, and every member of our Board and senior leadership team is expected to provide a role model example of the culture we seek to embed in the Group, based on our Guiding Principles. |
| The culture should be reflected in the actions and decisions of the board and executive management team | We expect every member of our Board and senior leadership team to observe the Guiding Principles in their everyday work. |
| The culture should be visible throughout the company’s operations | Our desired company culture is entrepreneurial yet responsible and is driven by our Guiding Principles. Delivering results matters, but the way in which those results are achieved is of equal importance if we are to perform at the levels we expect, consistently, over the long-term. |
| The corporate culture should be recognisable in the company’s communications | We always aim to communicate openly and honestly with all of our stakeholders, as we believe that this earns the trust that underpins successful relationships. |
Principle 3: Seek to understand and meet shareholder needs and expectations
| The directors should understand the needs and expectations of the company’s shareholders | We seek to maintain an active and open dialogue with our key investors, based on mutual understanding and trust. Two-way communication is essential, if we are to understand the shareholder’s needs and expectations and a great deal of care is taken to foster these relationships.
Shareholder liaison is overseen by our Corporate Development Director, Julia Choudhury, who can be contacted via mail@franchisebrands.co.uk |
| If there is a controlling shareholder, the interests of minority shareholders should be protected | We do not have a controlling shareholder, and the board is careful to ensure that the interests of all shareholders are understood and treated alike. |
| The board should engage proactively with shareholders on governance matters | Where investors have specific expectations in relation to governance and related matters, we will always seek to understand why these issues matter to them, explain how these might arise in our businesses and how we will address these. |
| The board should engage with shareholders and seek to understand the motivations behind voting decisions | The board always reviews voting decisions at general meetings. Where there is a level of dissent, either through votes cast against or votes withheld, we seek to understand why the shareholder took that course of action, and whether there is anything we need to consider doing in response. |
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
| Long-term success relies upon good relations with stakeholders | The board is aware that our future success depends on good relationships with a wide range of stakeholders. Our employees and wider workforce, our franchisees and their staff are obviously key stakeholders, but relationships with customers, suppliers, lenders and the communities in which we operate are also hugely important to us. |
| The board should periodically identify key stakeholders and understand their needs, interests, and expectations | The board has a formal process for identifying stakeholders and determining which of these might be key to our future. We have previously used Mendelow’s Power-Interest Matrix for this purpose. Understanding the needs, interests and expectations of each of our key stakeholder constituencies is hugely important and is likely to be a determinant of our future success. Most of our stakeholder engagement is led by the executive directors and the other members of our senior leadership team, but all of our people have a part to play. |
| Systems need to be in place to solicit, consider and act on stakeholder feedback | We gather feedback from stakeholders in many ways. Some of this is informal and anecdotal, some is gathered more formally and tracked through our CRM system. The views of our key stakeholders are considered routinely at all levels of management, including the board, with action taken as and when necessary. |
| Practices towards the workforce should be consistent with the company’s values. It should be possible for workforce concerns to be raised in confidence | We aim to treat our people, whether employees, contractors or franchisees, in line with our Guiding Principles. It is vital that we have strong relationships and clear communications if we are to succeed together.
We have processes in place for our workforce to raise concerns, which can be done confidentially or even anonymously if this is preferred. |
| Governance and oversight of environmental and social issues is a board responsibility and should be integrated into the company’s strategy, risk management and business model | The Board reviews the key environmental and social issues facing the group. We identify those issues using our standard risk management framework, as described in the annual report. This is deliberately designed to identify all risks, regardless of which category they may fall within, so that we have a holistic picture of any threats to the success of our business model, strategy or operational goals. |
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
| The board needs to ensure that the risk management framework identifies and addresses all relevant risks to the extended business | The board approved a formal risk management framework document during 2025, which has been rolled out to the business and will be embedded over the next 12 months. This is intended to allow the Board and management to identify and assess all material risks to the delivery of the corporate purpose and our strategic goals and put in place remedial actions and controls. |
| Strategy-setting should include determining the risk tolerance and risk appetite | Within the risk management framework document, the Board confirmed its risk appetite (risks we actively seek in the expectation of making a return) and risk tolerance (risks we will accept, but seek to manage) and those it is are not prepared to face. These are factored into our strategy and business plans. |
| The board should ensure that all potential risks are considered | The board-approved risk management framework is designed to enhance and standardise the process for assessing the impact and likelihood of the risks we face. The methodology can be applied consistently across all categories of risk, including strategic, operational, financial and reputational risks, and regardless of whether the underlying source of the risk is internal or external to Franchise Brands. |
| The board should review and consider whether the internal controls are sufficiently robust to manage identified risks adequately | The board keeps the effectiveness of the systems of risk management and internal control under review. |
| There should be appropriate assurance activities in operation | The board has also discussed assurance processes and agreed with management how these can be implemented throughout the Group. Once in place, these will enhance the Board’s ability to assess the effectiveness of the systems of risk management and internal control. |
| The company auditor must be, and be seen to be, independent of management | The audit committee of the board oversees the relationship with our external auditor, PKF Littlejohn LLP. The objectivity and independence of the external auditors is safeguarded by reviewing the auditors’ formal declarations, monitoring relationships between key audit staff and the Company and tracking the level of fees payable to the auditors for non-audit services, and the nature of those services. |
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
| The board must be led by the chair, collectively promote the interests of the company, and not be dominated by one person or a group of people | The Board provides leadership to the business and oversees the implementation of its agreed strategy for the benefit of the shareholders over the medium to long-term. The Chairman leads the Board, while the CEO leads the business.
We are confident that the board operates on a collegiate and is not dominated by any one person, or small clique of people. |
| All directors should seek re-election to the board annually | All of our directors retire from office at each AGM and, assuming they wish to do so, will stand for re-election by shareholders. |
| There should be an appropriate balance of executive and non-executive directors, and at least two independent NEDs | Board balance is an important consideration. We currently have three executive Directors and four Non-executive Directors, of whom three are considered to be independent. |
| Board committees should comprise at least a majority of independent NEDs and ideally aim for full independence. The board should consider appointing a Senior Independent Director | The audit committee and the remuneration committee are comprised solely of independent non-executive directors, while the majority of members of the nomination committee are independent NEDs.
The board has appointed Pete Kear as the Senior Independent Director. |
| Boards should be sensitive to both real and perceived impediments to independence. | The Board judges that Andy Brattesani, Louise George and Pete Kear are independent Directors. While he demonstrates complete independence of thought, Nigel Wray is not considered by the Board to be independent in view of his significant shareholding and long tenure with the Group. |
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 company should maintain appropriate governance structures and processes | We believe that our current governance framework is fit for purpose and enables the Board to oversee the performance and development of the business.
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| Those structures and processes should evolve over time | The company’s governance framework is not static. There was a fundamental change to the board in 2023, following the transformational acquisition of Pirtek Europe. This led to the creation of a more streamlined board, with primarily oversight responsibilities, and a management board, accountable for leading the implementation of the board-approved strategy, business plans and budgets.
We will continue to evolve our governance framework to reflect the changing needs and maturity of the business. |
| The board should be supported by committees with the necessary skills and knowledge | The Board has established Audit, Nomination and Remuneration Committees to facilitate more focussed discussions and oversight of specific matters. The Remuneration Committee has engaged the services of a remuneration consultant to support them as required. |
| The board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities | The board believes that its current members have the necessary mix of experience, skills, and capabilities to do this successfully, but the composition of the Board will evolve naturally with the needs of the business. |
| All directors should continually update their skills and knowledge | It is essential that the directors’ skills and knowledge are kept up to date. The Company Secretary provides briefings on relevant changes in law or regulation, supplemented by briefings by the Nominated Advisor. The CEO keeps the Board up to date with changes in the Group’s businesses and the environment in which they operate. The Company also offers each Director the opportunity to enhance their technical skills and knowledge, at the Company’s expense, should they feel this necessary or advisable. |
| The board and its committees should be provided with high quality, timely, information | The board and committees are supported by the Company Secretary, who is responsible for the provision of information. Agendas for meetings are agreed ahead of time, and papers are issued in advance of all meetings. Ensuring that the papers present the information required in a concise and understandable manner is a key focus, and we operate a continuous improvement process. |
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
| The board should regularly review its performance | The Board has carried out performance effectiveness reviews on a biennial basis since 2018. Each of these was conducted by an independent Non-executive Director with expertise in corporate governance, with the results being presented to the Chairman and shared with the full Board. |
| The board performance review should be carried out on an annual basis and include the performance of the committees and the chair | The most recent review was conducted in Q4 2025. This was led by Louise George, an independent Non-executive Director who was in the first year of her tenure, supported by the Company Secretary. The process was conducted through an online questionnaire posing 15 questions, designed to provide a mix of qualitative and quantitative responses. The questions were agreed with the Chairman to address areas that he and Louise felt were most relevant to enhancing the functioning of the Board. Where relevant, quantitative results were compared to equivalent questions asked in prior reviews, so that progress could be measured. The results were discussed with the Chairman and shared with and discussed by the full Board. The recommendations emerging from the review were accepted by the Board in full.
At the meeting where the Board effectiveness review was discussed, the Senior Independent Director also led the Board in a discussion of the effectiveness the Executive Chairman. |
| The annual review can be done internally and should, ideally, be supplemented by a periodic external review | There are no plans at this stage to bring in a traditional external facilitator to undertake a board review, as we believe that our current process of asking an independent non-executive director to lead our review offers considerable advantages. However, the board retains an open mind on this and if a suitable facilitator was identified and available, we would consider their appointment. |
| Board membership should be periodically refreshed, and no director should become indispensable | We do not believe that any individual director is, or may become, indispensable.
The Nomination Committee maintains a formal matrix mapping the collective experience, skills, capabilities and background of the current board members against the future needs of the business, which is used to determine when new appointments may be required. |
| Succession planning for board roles, including on a contingency basis, is a vital task. There should be a robust process for senior appointments | Succession to board and senior management roles is a topic of high importance. This is overseen by the Nomination Committee, who approved the introduction of a new approach during 2025. It will continue to refine its approach to succession planning, and the plans themselves, in 2026. For further information, see its report within the 2025 Annual Report.
When considering a Board appointment, the Nomination Committee will identify any potential gaps in the collective experience, skills and capabilities and background of the current Directors, taking into account the needs of the Company and Group over the medium term and beyond. This enables it to develop robust and transparent appointment criteria which then form the brief for any recruitment process or search consultant used. Cultural fit is a hugely important consideration, and for this reason the Committee will always consider whether there are internal candidates for executive director roles. |
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
| The board should establish an effective remuneration policy aligned with the company’s purpose, strategy and culture | Our remuneration policy is set our in the remuneration committee’s report within the annual report. This is fully aligned with the corporate purpose and the board’s strategy and is intended to promote the behaviour and culture we seek to embed in the group.
For further information, please see the report within the 2025 Annual Report. |
| The remuneration policy should motivate management and promote the long-term growth of shareholder value and support the corporate culture | A significant portion of management reward is delivered through the company’s employee share schemes. These utilise market-value options, and the vesting of awards is subject to the delivery of growth in earnings per share measured over three financial years. As a result, participants have a direct incentive to run the business with the interests of shareholders and the longer-term at the heart of their thinking. Their awards will only have value if we deliver sustained growth in EPS and succeed in growing the share price. |
| Pay structures should be simple and easy to understand and foster alignment with shareholders | Our pay structure is very simple. We offer a short-term bonus based on the delivery of Adjusted EBITDA, and long-term incentives which, as explained above, only create value for participants if we deliver sustained growth in EPS and succeed in growing the share price. |
| The remuneration committee should work with other board committees to set appropriate incentive targets and to appraise performance | The remuneration committee uses audited results as the performance hurdles for both the short-term bonus plan and the long-term employee share schemes. All of the members of the remuneration committee also serve as members of the audit committee. |
| The annual remuneration report should be put to an advisory shareholder vote | The remuneration committee’s report set out in the 2024 annual report was put to an advisory vote at the 2025 AGM, where it received the support of almost 98% of the votes cast, with no votes withheld.
The remuneration report within the 2025 is being proposed for an advisory vote at the 2026 AGM. |
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
| The board should be proactive in fostering a healthy dialogue with all of its key stakeholders, including shareholders | As explained under Principle 4 above, the board is aware that our future success depends on good relationships with a wide range of stakeholders. Understanding the needs, interests and expectations of each of our key stakeholder constituencies is hugely important and is likely to be a determinant of our future success.
This is particularly true of our shareholders, and we invest a great deal of time engaging with shareholders both directly and through our corporate brokers. While it is only one measure of the relationship, we disclose the outcomes of all votes at shareholder meetings clearly and transparently through regulatory news announcements, which are also available on our website. Should a significant proportion of votes (typically 20%) be cast against any resolution, we would seek to understand the reasons behind that voting result, and, if judged appropriate, what it has or will be taken as a result. |
| The board should promote appropriate communication and reporting with its shareholders and other key stakeholders | We have extensive communication and reporting structures in place, designed to facilitate effective, two-way communications. The board has reviewed the communications channels that are in place and is satisfied that these should enable it to hear the views of all key stakeholders, and factor these into their decision-making. |
| Corporate reporting should satisfy investors’ wider needs | We believe that we communicate with our investors openly and honestly, and that the information we provide in the annual report or this website will address their needs. If any shareholder has specific requests that are not met through these channels, they can contact us via mail@franchisebrands.co.uk. |
| It should be clear where communication practices are described | We communicate with our shareholders and other stakeholders directly and through our corporate reporting, which can be in the annual report or this website. If any of our stakeholders are unsure of where to find the information they are seeking, they can contact us via mail@franchisebrands.co.uk. |