Eleco’s products and services are designed to drive forward its purpose: solving the challenges of the built environment through digital transformation. This is achieved by focusing on three strategic goals:

World class through prioritised innovation
Eleco creates NextGen customer solutions by leveraging its deep knowledge of its customer base to identify and address future needs and create solutions in-house, through partnerships and/or acquisitions.

Efficient and effective through resilient operations
Eleco capitalises on its unique capabilities to service specific customer needs through best-of-breed products, strong customer relationships, engaged employees and a strong financial position.

Growing in a customer-centric way
Eleco reinforces and expands the customer platform by growing a more focused, high-value customer base through product portfolio alignment and clear customer segment strategies using a customer-centric approach. Key pillars of the growth strategy are go-to-market, innovation and technology, and mergers and acquisitions.

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The Group seeks to maintain and enhance good relations with its shareholders through a number of scheduled activities throughout the financial year including:

• Interim and annual reports
• Public announcements
• Annual General Meeting

The Company’s interim and annual reports are supplemented by capital market presentations and through public announcements to the market on technological, commercial, and financial progress.

The Non-Executive Chairman, the CEO and CFO are primarily responsible for maintaining dialogue with shareholders, supported by the Company’s Nomad and broker (Cavendish). Communication with shareholders is given high priority by the Board. The CEO and CFO have meetings with representatives of institutional shareholders and hold analyst briefings at least twice a year, following the announcements of the interim and full year results, but also on request at other times during the year as appropriate. Following these meetings, the Company’s Nomad provides independent and anonymised feedback to the Board.

The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate. The Non-Executive Chairman together with all Executive and Non-Executive Directors as well as staff members, attend the AGM and are available to answer questions raised by shareholders. Where feedback is received directly from shareholders, this is brought to the attention of the Board.

The Board Directors also attend private investor events to provide a forum to meet the management team.

Eleco has a well-established ESG Committee that focuses the Company on achieving the best outcomes for the wider stakeholder system.

Below are some examples of how Eleco engages with its stakeholders across the organisation. Further details of this engagement and the influence that such engagements have on the Company’s decision-making as a Board can be found in the section 172 Statement within each year’s Annual Report and Accounts.

Employees
The Board recognises that an essential part of its continued success is the support and involvement of its employees.

The Company supports communication through internal social media, internal video, audio and messaging, shared calendars, and team collaboration tools. Any employee can contact anyone within the Company through these tools.

Senior management meet regularly throughout the year to discuss business progress against Company and business objectives. Training is provided where necessary to enhance job performance and aid development. The Company reviews the benefits offered to employees annually.

Eleco maintains the Great Place to Work® accreditation in all of its regions that qualify for the certification, being the UK, Sweden and Germany.

Environment
The nature of Eleco’s software development business does not have a substantial impact on the environment compared with its former manufacturing businesses. However, the Company continues to recognise its activities that have an impact on the environment and acknowledges its responsibility to ensure it is minimised. Reductions in energy consumption and carbon emissions form part of the Executive’s annual bonus assessment.

Ethics and values
Eleco aims for job satisfaction for all its employees, a safe and secure working environment and the feeling that their efforts are recognised with opportunity to develop their full potential. The Company recognises its customers’ needs for accuracy, customer service and quality of support at an affordable price.

Internal control and risk management
The Board has overall responsibility for the Group’s system of internal control and for monitoring its effectiveness. However, such a system is designed to manage rather than eliminate the risk of failure and by its very nature can only provide reasonable and not absolute assurance against material misstatement or loss.

Key risks are reviewed each year by the Board and are as disclosed in the Annual Report and Accounts. The Audit and Risk Committee has delegated responsibility to review the underlying detailed risk register, risk management methodology and processes that form the basis for the report.

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Composition of the Board

The Board comprises the Non-Executive Chairman, three Independent Non-Executive Directors and two Executive Directors, being the CEO and CFO. The gender balance of the Board is 66% Male and 33% Female.

The Non-Executive Chairman is responsible for the effective leadership, operation and governance of the Board and its Committees. He ensures that all Directors contribute effectively to the development and implementation of the Company’s strategy whilst ensuring that the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy are determined and challenged. The Board has significant industry, financial, public markets, and business transformation experience, possessing the necessary mix of skills to deliver our strategy.

The Non‐Executive Directors are considered independent of management and free of any relationship that could materially interfere with the exercise of their independent judgement. At the date of appointment each Independent Non‐Executive Director was assessed for independence against the UK Corporate Governance Code issued by the FRC in April 2016:

• Has not been an employee of the Group in the last five years;
• Has not had a material business relationship with the Group in the last three years;
• Does not receive any remuneration other than directors’ fees and does not participate in the option scheme or is a member of the Group pension scheme;
• Does not have any family ties with the company’s advisors, directors or senior employees of the Group;
• Does not hold cross directorships or has significant links with the directors through the involvement with other companies or bodies;
• Does not represent a significant shareholder;
• Has not served on the Board for more than nine years.

The Board has established Audit & Risk, ESG, Remuneration and Nomination Committees. The number of Board and Committee meetings and attendance records of Directors are set out in the Annual Report and Accounts.

In line with corporate governance best practice, the Company has chosen for all Non-Executive Directors along with the Executive Directors to stand for re-election at each Annual General Meeting.

The Board has ensured that both its Executive and Non‐Executive Directors have a wide range of skills in management, finance and technical expertise.

The skills and capabilities of the Board are a key area of focus in the recruitment of the new Non-Executive Chairman and independent Non-Executive Director, to ensure the new recruitments add to and complement the existing skills on the Board.

Mark Castle FRICS ¹²³⁴
Non‐Executive Chairman

Mark joined the Eleco plc Board as an Independent Non-Executive Director in September 2021 and became Interim Non-Executive Chair in May 2023 and appointed permanent Non-Executive Chair in October 2023.

He is also a Non-Executive Director at Taylor Wimpey plc the FTSE 100 Housebuilder. Mark is also Chairman of the private equity backed Triangle Fire Group.

He joined the industry in 1981 as an apprentice and during his executive career held senior positions at Wates Group, StructureTone and Mace Group, the global construction and consultancy business, where he was Chief Operating Officer until 2021 having joined the business in 2005 and stepped down from the Board as Non-Executive Director on 31st December 2023.

Mark was Chairman of Build UK the construction industry body from 2017 – 2019 and is a Fellow of the Royal Institute of Chartered Surveyors.

Time commitment: 4-6 days per month

Jonathan Hunter BBus. BMm.⁴
Chief Executive Officer

Jonathan was appointed Chief Executive Officer in September 2020 following three years as Chief Operating Officer with the Group, and is responsible for implementing the Group’s strategy. Having joined the Board in June 2016, he played a fundamental role in the transition to a software group during and post divestment of the Building Systems division and has been at the forefront of the Group’s M&A and integration activity since the commencement of his directorship.

Jonathan holds bachelor’s degrees in Business Management and Multimedia from Griffith University, Australia and as well as attending relevant professional training and coaching, he continues to be involved in growth company roundtables and forums as a member of Criticaleye.

Time commitment: Full time.

Neil Pritchard FCA BSc (Hons)⁴
Chief Financial Officer

Appointed to the Board in October 2022, Neil brings a wealth of international public company experience in technology driven businesses to the Board.

Neil has previously been Chief Financial Officer (CFO) and Executive Director at Corero Network Security plc, a global leader in real-time, high-performance, automatic DDoS cyber defence solutions and, prior to this Group Financial Director and Executive Director at London listed technology business CML Microsystems plc Group, and Finance Director of the UK and Eire division of the DAX-listed group Continental AG. Neil also held senior financial positions with quoted companies Delta plc Group, now Valmont Industries, and Yule Catto & Co plc, renamed to Synthomer plc Group. Neil has successfully conducted many merger and acquisition (M&A) transactions throughout his career.

Neil is a qualified chartered accountant, holding an FCA, having spent six years with KPMG London in audit, treasury and forensic transaction services (TS) for M&A transaction roles. He holds an Economics and Politics degree from the University of Bath, UK.

Time commitment: Full time.

Dr. Annette Nabavi MA (Oxon), Doc. de 3ieme cycle (Dijon) ¹²³⁴
Senior Independent Non‐Executive Director

Dr. Nabavi has held several Non-Executive Director roles, including a seven-year tenure at AIM-listed Maintel Holdings Plc, a cloud and managed services company, where she also chaired the Remuneration Committee. She has substantial experience in this area through her involvement with the Quoted Companies Alliance (QCA), where she supported the update to the Remuneration Committee Guide. In 2018, she was shortlisted for The Sunday Times’ Non-Executive Director Awards as AIM Director of the Year.

Dr Nabavi was a Non-Executive Director, RemCom Chair and Senior Independent Director at Gemserv Ltd, a professional services company providing policy advisory and digital transformation services to the energy and health care sectors, until its sale to Talan Group in January 2023. She also served as Non-Executive Director of EFI Limited, a specialised financial services consultancy, until April 2023.

Dr. Nabavi is also Finance Director for Women in Telecoms and Technology, a Not-for-Profit organisation, and serves as a judge for the prestigious World Communications Awards. She holds an MA from Oxford University and a Doctorate from the University of Dijon.

Time commitment: 2-4 days per month

Alyson Levett ACA, MA (Cantab)¹²³⁴
Non‐Executive Director

Alyson is a Chartered Accountant with over 20 years of leadership experience spanning various sectors such as software, telecommunications, consumer services, FMCG, and manufacturing.

Currently she holds directorship positions at AMTE Power plc and the Financial Services Compensation Scheme Limited where, in both cases, she is the Chair of the Audit Committee.

Alyson’s most recent executive position was as the Chief Financial Officer at I-Nexus Global plc, where she played a pivotal role in their strategic direction, oversaw finance operations, and guided the company through its IPO on the AIM market in 2018.
With a proven track record in change management, Alyson brings extensive expertise in software, technology, risk management, and cyber security to the Board.

Time commitment: 2-4 days per month

James Pellatt, BSc (Hons) MRICS¹²³⁴
Non‐Executive Director

James has over 25 years of senior leadership experience in technology and the built environment, including twelve years at Great Portland Estates (GPE) plc as Director of Innovation, where he developed and executed strategies to improve staff productivity and reduce energy consumption through digital transformation in line with the organisation’s customer first and net zero ambitions. Having overseen the successful delivery of over 6 million square feet of commercial, residential and retail space across central London, James shaped the business to become a market leader in smart buildings, winning the prestigious individual EG Tech Award in 2022 for ‘Bridging the Gap’ between technology and real estate. He also led the use of data resulting in the British Property Federation Award for ‘Best Use of Data’ in 2023.

James was a board member for the UK PropTech Association from 2021-2023 as well as on the British Council for Offices from 2017-2022, and is currently a Strategic Advisor for Laiout, Norway, supporting founders in their development of a generative AI space planning platform.

James studied Digital Transformation at MIT, including a specialism in Machine Learning and Artificial Intelligence.

Time commitment: 2-4 days per month

¹Member of the Audit Committee. ²Member of the Remuneration Committee. ³Member of the Nominations Committee ⁴Member of the ESG Committee

Board Evaluation

The performance of Executive Directors is reviewed on an annual basis by the Remuneration Committee. The review looks at the individual and the Group’s performance as well as any feedback from the other Board members including the Chairman. This review is discussed with each individual Director and forms the basis for any additional training or development that may be required.

The Board considers board evaluation as critical to sound corporate governance and sustainability and considers that a robust evaluation process will create transparency, better decision making, stronger culture and more effective meetings. To this end the Board is now also uses an external board evaluation platform to facilitate this process, which is QCA compliant. This will provide a 360˚ evaluation and will foster top team alignment and will influence our development as a board in future years.

Training of Directors
Directors are required to keep their skills up to date in accordance with their professional qualifications. Non‐Executive Directors and Executive Directors are encouraged annually to undertake relevant training.

Succession planning
The Company considers succession planning very important and continues to monitor the succession requirements of both Executive and Non-Executive Directors of the Board, in light of the Company’s overall needs.

The Group’s medium and long‐term success is underpinned by the Group’s employees and its corporate culture. Company culture is based on agile methodology supported by structured business targets and an enduring commitment to delivering customer satisfaction which drives the Group’s recurring revenues. Reputation is key to driving success and the Company promotes ethical behaviours to maintain its reputation within the industry. Teamwork and working as one is supported by investment in Group-wide software communication systems that allow group collaboration.

The Company operates a flat structure with all staff having access to discuss matters with the Executive Management Team. Management teams meet monthly to promote communication, teamwork, and agility.

The Company has a long‐term incentive plan for Directors and senior management to reward performance.

Operation of the Board
The Chairman, along with the Senior Independent Director, the Executive Directors and the Company Secretary, ensure that the Board functions effectively and has established Board processes designed for this purpose. Key aspects of these processes are:

• The Board meets at last ten times during the year. These meetings, together with any Committee meetings, are generally held at the Group’s Head Office in London.
• Each regular, scheduled Board meeting has an overarching theme. These include the annual budget, Group business strategy, interim and final results.
• Executive Directors and members of the senior management team make presentations covering progress against current strategy, key objectives and ideas for future investment.
• In addition, the Board maintains regular electronic communications and makes further decisions by way of written resolutions to address largely procedural issues between scheduled Board meetings. An example of this would be the grant of clearance to deal for PDMRs.
• To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed by the Company Secretary and made available via a Board portal to all Directors usually four working days in advance of Board and committee meetings.
• A monthly reporting pack containing management accounts with commentary and reports from each Executive is distributed to the Board on a monthly basis.
• Meetings are held between the Non-Executive Chairman and the Non‐Executive Directors throughout the year, without the Executive Directors being present, to discuss appropriate matters, as necessary.
• Both Executive and Non-Executive Directors are encouraged to undertake annual training in furtherance of their specific roles and general duties as a Director and to keep their skills up to date and relevant to the Group. This includes but is not limited to attending meetings and workshops run by the London Stock Exchange and the Quoted Companies Alliance.
• The Chairman ensures that the Directors take independent professional advice where they judge it necessary to discharge their responsibilities as Directors at the Group’s expense. All members of the Board have access to the advice of the Company Secretary.

Matters reserved for the Board
The Board is responsible to shareholders for the proper management of the Group. There is a formal schedule of matters specifically reserved for the Board’s decision that covers key areas of the Group’s affairs, which include:

• Overall responsibility for the strategy of the Group;
• Corporate governance;
• Review of trading performance and forecasts;
• Risk management;
• Board membership;
• Communications with shareholders;
• Approval of major transactions, including mergers and acquisitions; and approval of the financial statements and annual operating and capital expenditure budgets.

A table on the Directors’ attendance at meetings during the year is included in each year’s Annual Report and Accounts.

The Board operates a number of subcommittees, Audit, Remuneration, Nomination and ESG. Terms of reference for each committee can be found by using this link or by referring to Principle Four above.

Having regard for Principle 2 above, the Company holds investor roadshows following the release of its year end and interim results. The Company also hosts analyst meetings to promote the business and releases regular announcements to keep investors informed on the Company’s latest progress and performance.

All shareholders are invited to make use of the Group’s Annual General Meeting to raise any questions regarding the management or performance of the Company.