Corporate Governance

The Board of Directors (‘the Board’) for Likewise Group plc is committed to good corporate governance and all Board members are fully aware of their duties and responsibilities. 

Compliance Approach

In accordance with Rule 26 of the AIM Rules for Companies, the Board continues to voluntarily adopt the QCA Code and believes that a framework of sound corporate governance and an ethical culture, is conducive to long-term value creation for shareholders.

Board Effectiveness

All members of the Board believe in the importance of good corporate governance to assist in delivering value and achieving objectives over the medium to long-term, in its accountability to stakeholders and maintaining a reputation for high standards of business conduct. The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of Matters Reserved for the Board.

The Chief Executive Officer leads the development of business strategies within the Group’s operations.

The Board has considered mechanisms by which the business and the financial risks facing the Group are managed and reported to the Board.The Audit Committee considers and makes recommendations to the Board to be put to shareholders for approval at the AGM, in relation to the appointment, reappointment and removal of the company’s external auditor. It is committed to reviewing the quality and effectiveness of audit services on a ten-year basis and comparing such services to that of other audit firms. The Committee makes recommendations on the auditors' remuneration, approves the terms of engagement, and annually assesses their independence and objectivity. In addition, it has planned to review and refresh the scope of its Terms of Reference in the first half of 2026.

Compilation of the Group risk register for the principal business and financial risks is ongoing to best ensure risk identification and implementation of control procedures. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable safeguarding of the Group’s assets against misstatement.

The key elements of the system of internal control are:

• clear definition of Matters Reserved for the Board and Delegated Authorities;
• preparation of annual budgets for Board approval;
• close involvement of senior management in the day-to-day business of the Group; and
• regular reporting of business performance to the Board and the review of results against budget.

The collective Board act as the Nomination Committee. During the year, the Nomination Committee have monitored the effectiveness of the succession plan of the executive and management teams. The changes to the structure of the finance and secretariat teams which were implemented continue to have a positive influence and evidence best practice being embedded across the Group, in order to promote the success and long-term sustainability of the company. The operational management team continues to be key in future-proofing, strengthening, expanding and supporting our IT and logistics capabilities, as the Group continues its exciting journey via organic growth.

Board Composition

There were no changes to the Board composition in the year; comprising of two independent non-executive directors, a non-executive director and one executive director. Paul Bassi CBE, Mike Steventon, Andrew Simpson, and Anthony Brewer. 

Ben Baker-Ashforth, Head of Financial Accounting & Reporting, is the Company Secretary, who in turn is supported by an experienced finance team and Assistant Company Secretary. The Board considers that there is an appropriate balance between executive and non-executive office and no individual or group dominates the decision making.

The members have a wide range of experience and requisite expertise to inform and oversee the execution and delivery of the group strategic plan over the medium to long-term. The Chief Executive commits his full-time attention to the day-to-day needs of the business. The biographies of all Board members and the Company Secretary are included on Page 3 and are available on the company’s website. The non-executive directors prepare for and attend Board meetings in person on a regular basis, as well as, committing their time to regular contact with the chief executive and management team. In addition, they serve on the three Board sub-committees, as required and necessary. No restrictions are imposed on the non-executive directors in assuming other external roles. The Committees each have delegated authorities with formal terms of reference.

Board sub-Committees

Audit Committee

The Audit Committee meets bi-annually to consider the scope of the audit of the annual and interim financial statements, as well as, reviewing the Group’s internal control systems. It oversees the appointment of and relationship with the independent external auditor, reviews the results of the external audit, its cost effectiveness and the objectives of the auditor. The Audit Committee considers an internal audit function is not currently justified due to the current stage of development and size of the Group. The Audit Committee is chaired by Mike Steventon and is comprised of two other non-executive directors and attended by the Head of Financial Accounting & Reporting.

Nomination Committee

The Nomination Committee is comprised of the Chief Executive and non-executive directors. It is responsible for the appointment of any new directors to the Board, and other duties include reviewing the structure, size and composition (including the skills, knowledge and experience) required of the board and its sub-committees, succession planning for directors and senior executives, reviewing the leadership needs of Likewise, reviewing the results of the Board performance evaluation process as and when appropriate, and policies relating to diversity and gender. 

Remuneration Committee

The Remuneration Committee is comprised of non-executive directors only, meeting 2-3 times per year to determine the Directors’ Remuneration Policy, to make detailed recommendations to the Board regarding the remuneration packages of the Executive and to consider awards under the Group’s option schemes.The Chief Executive Officer is consulted on remuneration packages and policy but does not attend discussions regarding his own package.The committee is chaired by Mike Steventon. It is supported by external, independent remuneration consultant, PwC, newly appointed in June 2025.A committee activity report is included.

Number of Board Meetings and Record of Attendance

There were ten Board Meetings in the year, which were attended as follows:

Evaluate Board Performance

The Board considered its approach to Board Performance Evaluation in December 2025 and decided to carry out an internal evaluation in 2026, giving further deliberation on the composition, balance and tenure of the Board. The Board acknowledges the requirement for periodic external board performance evaluation and will consider the future timetable in this respect as part of its internal evaluation process in 2026.

Shareholder and stakeholder engagement

The Board takes seriously its duty to act in a way that promotes the long-term success of the company and meet its s172 CA2006 responsibilities to all of the company’s shareholders and stakeholders.

Regular dialogue was held with major shareholders throughout the year and they continued to be supportive of the Group strategy. Regular trading updates had been made available to all shareholders via Regulatory News Announcements and correspondence with minor shareholders had been mailed to make every effort had been made to raise awareness of any uncollected dividends. Additional PR engagement had been carried out via regular company webcasts in 2025 and continued into 2026. The ‘Investor Meets Company’ webcast on 28^th January 2026 was attended by 62 participants and the presentation had been positively received by the vast majority with 78% believing that the Group was currently undervalued. 

The Group’s Purpose, Strategy and Business Model are set out on pages 12-15. As Likewise has progressed through the early stage in its journey of growth, the Board reflected on both leadership changes made and challenges faced in the prior year, and it considered what this means in relation to how the directors conduct their decision-making and the development and evolution of its governance frameworks. Internal restructuring and commercial development changes had been effective in helping to future-proof the business, as well as, strengthening best practice and internal controls across the Group in respect of IT, operations, and health and safety.

The effective restructuring of the Finance team continued to provide confidence in the strong succession pipeline and the Group’s commitment to recognise and reward the skills, experience and dedication of its employees, whilst ensuring that appropriate financial oversight and sound internal financial controls continued to be established, developed and embedded. The internal, dedicated Secretariat resource continued to be effective in serving and supporting the Board to further develop good governance practices.

Following the initial financial investment made into the new Employment Portal, with NatWest Mentor in the prior year, considerable resource had been dedicated to the roll-out of the service for all employees during the year. The launch of the portal was completed in February 2025 and is available to all Likewise Floors employees. The platform provides our people with a dedicated HR resource, centralised access to the new Employee Handbook which includes employment policies and procedures, as well as, access to training modules to provide educational and personal development opportunities, in order to improve and embed compliance across the Group. Management are more effectively monitoring oversight of holiday entitlement, attendance, and wellbeing information, due to the integrated data provided. Further investment was made to support the roll-out of the Employment Portal to Valley Carpets in March 2026.

The Group has continued to balance the needs of all shareholders and stakeholders in its approach to sustainability, carefully considering the need to deliver profitability and returns, whilst minimising its operational impact upon the environment and community, wherever practicably possible. Likewise is a core funder and member of Carpet Recycling UK, a community which has boosted the proportion of carpets being repurposed as a resource rather than waste.

Other environmental initiatives which were championed and continued in the year included our continued recycling of polythene waste, a new collaboration initiative with Plasticbank to recycle materials into a textile backing, as well as, continuation of our popular driver reward scheme for the recycling of cardboard carpet poles.

Ongoing investment into the transition of the Group’s company car fleet resulted in an increased take-up of 93.7% (2024: 95.2%) for electric or hybrid vehicles. 

Paul Bassi CBE
Chairman

Date: 27 April 2026