PHE
The Directors attach great importance to maintaining high standards of corporate governance to help achieve the Company’s goals.
PHE
To that end, the Company has adopted the principles set out in the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the ‘QCA Code’) 2018.
The QCA Code, which is constructed around 10 broad principles, sets out a standard of minimum best practice for small and mid-size quoted companies, including AIM companies. Companies are required to disclose how the implementation of the QCA Code has been applied or, to the extent not done so, to explain any areas of departure from its requirements.
We have considered how we apply each principle to the extent that the Board judges these to be appropriate for our circumstances, and below we provide an explanation of the approach taken in relation to each. Our compliance with the QCA Code is based on the Company’s current practices and the improvements in its governance made since the last Annual General Meeting. The Company reviewed its corporate governance practices as part of the process of appointing its new nominated adviser on 31 January 2024.
The QCA Code makes clear it is the prime responsibility of the Chairman to ensure the Company applies the QCA Code for the benefit of all the Company’s stakeholders. The Chairman and the Board accept their responsibility for setting the Company’s corporate culture, its values and for the behaviour of all its employees.
This report sets out our approach to the QCA Code and governance. Our compliance with the 10 principles is also available to view on the Company’s website: www.phegroup.com
PHE
We have identified one principal area where we are not in full compliance, Principle 9:
The composition of the Audit Committee does not follow the best practice guidance in that its membership comprises one independent non-executive director who is the chair of the Audit Committee, the independent non-executive chairman and one executive director, appointed for their financial and sector expertise. The composition of the Audit Committee may be reviewed and adjustments made as required.
The QCA Code allows cross reference to disclosures made on the website rather than repeating them all in this Report. The principal disclosures such as the Remuneration Committee and Directors’ Report will continue to be included in the Annual Report. However, for a full assessment of the Company, shareholders are encouraged to review the Company’s website for regulatory disclosures and for up-to-date information on activities.
QCA Principles
Principle 1 - Establish a strategy and business model which promote long-term value for shareholders
Powerhouse has a clear business model and growth strategy details of which are set out in the Strategic Report. Our objective is to be a leader in technology solutions that utilise non-recyclable wastes to produce sustainable energy whilst mitigating climate change impacts.
Details of the Company’s strategy and business model are set out in the Strategic Report. This describes progress to date, our commercial partnerships and our plans. Key challenges facing the Company and how they will be addressed are set out in the Strategic Report in the section headed Principal Risks and Uncertainties.
Principle 2 - Seek to understand and meet shareholder needs and expectations
Powerhouse is committed to open communication with all its shareholders. The Company believes it is important to explain business development and financial results to its shareholders and to ensure that suitable arrangements allow the issues and concerns of shareholders to be heard and understood.
The Non-Executive Chair is primarily responsible for shareholder liaison. The Chief Executive Officer and various Non-Executive Directors also support the Chair and have held meetings and discussions with the largest shareholders and the Company’s broker to understand shareholders’ needs and expectations. Feedback is considered and action is taken if it is considered to be in the interests of all shareholders.
Shareholders and other interested parties were invited to attend a capital markets day in March 2025 at the Company’s site in Bridgend. The event was well attended and included a demonstration of the unit, a presentation and tour of the site.
Corporate Governance Report
Hard copies of the Annual Report and Accounts are issued to all shareholders who have requested them and these, together with the interim results are also published on the Company’s website at www.phegroup.com. The Company makes full use of its website to provide information to shareholders, other stakeholders, potential customers, and other interested parties.
Shareholders are given the opportunity to raise questions at the Annual General Meeting (AGM) and the Directors are normally available both before and after the meeting for further discussion with shareholders. As a matter of policy, the level of proxy votes (for, against and votes withheld) lodged on each resolution is declared at the meeting. In the event there were a significant number of votes against a resolution, the Directors would seek to communicate with the shareholder(s) concerned to discuss their issues. There is normally a presentation to shareholders at the AGM to share the Company’s vision and discuss its progress and performance.
The Board receives regular share register analysis reports to monitor the Company’s shareholder base and help identify the types of investors on the register.
Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long- term success
The Company regards its shareholders, employees, customers, contractors, consultants and advisors, business partners and suppliers as forming part of the wider stakeholder group. The Company recognises the contribution of each of these stakeholder groups and seeks to build meaningful and mutually beneficial relationships with them all.
As the needs and growth of the business evolves, management identifies key relationships and aims to ensure they are managed appropriately.
The Company’s internal stakeholders are its employees and its consultants. The Company is fully committed to promoting a working environment of equal opportunities for all without discrimination or harassment and regardless of part-time working, gender, sexual orientation, age, race, ethnicity, nationality, religion, or disability
The Company proactively seeks feedback to enable the management to make improvements and changes to products and processes. All stakeholders have access to contact information for communication with the Company. Feedback is respectfully acknowledged by the Company and appropriately dealt with.
The Board believes that investment in the wider stakeholder network assists the achievement of its long-term goals and helps create an environment of trust which will promote the long-term success of the Company.
There are further details of the Company’s approach to corporate social responsibility in the Environmental, Social and Governance Review in this Annual Report and Financial Statements.
Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation
Risk assessment and evaluation is an essential part of the Company’s planning and an important aspect of the Company’s internal control system.
The Board has established a comprehensive risk register relating to significant aspects of the Company’s business. This is reviewed regularly by the Board.
Standards and policies
The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include:
- Policy for Authorities and Approvals
- Share Dealing Code
- Social Media Policy
- Terms of Reference for the Board Committees
- Business Ethics Policy
- Environmental, Social and Governance Policy
- Health and Safety Policy
- Employment Policy
Approval process
All significant contracts are required to be reviewed and signed by a Director of the Company.
Corporate Governance Report
For further details of the Company’s approach to risk and its management, please refer to the Principal Risks and Uncertainties section of the Strategic Report in this Annual Report and Financial Statements.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises two executive and four non-executive Directors and it oversees and implements the Company’s corporate governance programme.
The executive Directors are Paul Emmitt and Ben Brier. The non-executive Directors are David (Dewi) Hitchcock, Hugh McAlister, Anthony Gale and Karol Kacprzak.
The Chairman is responsible for the Company’s approach to corporate governance and the application of the principles of the QCA Code. The Chairman (David Hitchcock) and the Non-Executive Directors (Hugh McAlister, Anthony Gale and Karol Kacprzak) are the Company’s independent Directors and, as such, are independent of management and any business or other relationships which would interfere with the exercise of their independent judgement.
Each Board member commits sufficient time to fulfil their duties and obligations to the Board and the Company. They attend board meetings, join ad hoc board calls and are available for consultation when needed. The contractual arrangements between the Directors and the Company specify the minimum time commitments which are considered sufficient for the proper discharge of their duties. When exceptional circumstances arise all Board members understand the need to commit additional time.
Board packs include information on business developments, progress and risks faced as well as financial performance and are circulated ahead of board meetings. Key issues are highlighted and explained, providing board members with sufficient information to enable full discussion in the board meeting. From time to time, members of the Company’s senior management present to the Board to update them on issues and developments.
The Board is supported by its Audit Committee and its Remuneration Committee as well as the qualified Company Secretary.
Board and committee meetings
Attendances of Directors at Board and committee meetings convened in 2024, and which they were eligible to attend, are set out below:
Attendances of Directors at Board and committee meetings convened in 2024, and which they were eligible to attend, are set out below: Director | Board Meetings Attended | Remuneration Committee Attended | Audit Committee Attended |
Number of meetings in year | 10 | 1 | 2 |
David (Dewi) Hitchcock | 10/10 | N/A | 1/2 |
Paul Emmitt | 9/10 | N/A | 2/2 |
Ben Brier | 10/10 | N/A | N/A |
Hugh McAlister | 10/10 | 1/1 | N/A |
Karol Kacprzak | 8/10 | N/A | N/A |
Anthony Gale | 9/10 | 1/1 | 2/2 |
There was only one formal meeting of the Remuneration Committee in 2024 in which an extension of the directors’ share option scheme was discussed before the proposals were put to the board.
There was only one formal meeting of the Audit Committee in 2024 in which the audit of the financial statements for the year ended 31 December 2023 was discussed. The same financial statements were discussed by the full Board with the auditors before being approved by the Directors of the Company in June 2024.
Appointment and tenure
The Board makes decisions regarding the appointment and removal of Directors. There is a formal, rigorous and transparent procedure for appointments, some of which have been delegated to the Remuneration Committee which, when needed, also acts as Nomination Committee, to make recommendations to the Board about the appointment of Directors and senior executives. Appointments are made on merit, taking account of the balance of skills, experience and knowledge required. There were no board appointments made in 2024.
As part of its commitment to improve accountability to shareholders, the Board has decided that, in future, any director who is over Corporate Governance Report
the age of 70 or has been on the Board for eight years or more at the date of the Annual General Meeting will submit themselves for re-election annually, in addition to those Directors retiring by rotation in accordance with our Articles of Association.
Principle 6 – Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.
The Board comprises two executive Directors and four non-executive Directors, including the Chair, who are all considered to be independent. Details of the Directors are set out in the Directors’ Report of this Annual Report and Financial Statements.
The Chair believes that the Board should always have a suitable mix of skills and competencies covering all essential disciplines bringing a balanced perspective that is beneficial both operationally and strategically.
The nature of the Company’s business requires the Directors to keep their skillset up to date. Periodic advice on regulatory matters is given by the Company’s professional advisers. Directors joining the Board and new employees are offered full familiarisation briefings with the Company’s technology, the development programme and the current status of technology risk. New Directors are invited to attend familiarisation visits to the Company’s facilities. In addition, the Company periodically holds board meetings at the site of the facilities where directors can observe and speak to employees.
The Board is supported by senior management and by its key partners and professional advisers. The advice provided to the Board is often commercially sensitive. It is used by the Board to inform their decisions but typically will not be disclosed.
The Company Secretary supports the Board and reports directly to the Chair on governance matters.
Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Board performance effectiveness process
The assessment of the Board’s performance has to date been largely focused on its contribution to the achievement of the Company’s financial and strategic goals. As the Company moves towards full commercial operation the Board intends to consider how to make the evaluation of its own performance more formal and rigorous.
Each Board member is subject to a review by the Remuneration Committee based on their professional contribution as well as their contribution to the performance of the Company.
The terms and conditions of the arrangements, including remuneration are set by the Remuneration Committee.
Board appointments
The Remuneration Committee, which acts as Nomination Committee as needed, meets when necessary to consider the appointment of new Directors. Board members all have appropriate notice periods so that if a board member indicates his or her intention to step down, there is sufficient time to appoint a replacement, whether internal or external.
Board appointments are made after consultation with advisers in all cases. The Nomad undertakes due diligence on all new potential board candidates.
Each Director is required to offer themselves for re-election at least once every three years as per the Company’s Articles of Association. In addition, any Director who is over the age of 70 or has been on the Board for eight years or more at the date of the Annual General Meeting will submit themselves for re-election annually, in addition to those Directors retiring by rotation in accordance with our Articles of Association.
Succession planning
Succession planning is a responsibility of the Remuneration Committee which acts as a Nominations Committee as needed.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
Consistent with Principle 3 above, the Company operates an inclusive, transparent and respectful culture.
The Board places particular emphasis on operating to the highest ethical and environmental standards. HS&E is a specific agenda item at every board meeting. Sustainability is placed at the heart of all decision-making and business activities. The Company’s objectives include observing the highest level of health and safety standards, developing our employees to their highest potential and being a good corporate citizen. A health and safety management system was developed for operation in 2021 with policies for health and safety, environment and quality which remain in place.
Corporate Governance Report
Management engages with independent environmental and safety engineering specialists to review the Company’s product and demonstrate that it will have minimal environmental and safety impact on the communities in which the Company operates.
The Company’s employment policies follow best practice, based on equal opportunities for all employees, irrespective of ethnic origin, religion, political opinion, gender, marital status, disability, age or sexual orientation.
The Company strives to create a diverse and inclusive working environment where every employee feels welcome and can do their best work. Powerhouse believes in the benefits of diversity and the importance of bringing a wide range of skills, experience and perspectives into our business. The Directors continually work with senior management to promote the Company’s values and to monitor attitudes and behaviours to ensure that they are consistent with its culture.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision- making by the board.
The Board believes that its processes and culture are appropriate for the Company’s current size and complexity. It continues to review its practices as the Company evolves and grows as part of its commitment to improve accountability to stakeholders.
The Non-Executive Chair is responsible for the Board, corporate governance, investor relations and PR. The Chief Executive Officer has overall responsibility for managing the day-to-day operations of the Company and business development. The Board as a whole is responsible for implementing the Company’s strategy.
The Company has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.
Audit Committee
The duties of the Audit Committee include reviewing, in draft, form the Company’s annual and half-yearly report and accounts and providing advice to the Board. Members of the Audit Committee are also responsible for reviewing and supervising the financial reporting process and internal control systems of Powerhouse. The Audit Committee is chaired by an independent non-executive Director, with the independent non-executive chair and chief executive officer being members. The Board recognises that having the Chairman and CEO as members of the Audit Committee is not best practice but membership was decided based on the relevant skills of the Board members. The Chairman of the Board was a non-executive director when originally appointed to the Audit Committee in 2023. The Company will keep the composition of the Audit Committee under review.
Remuneration Committee
The Remuneration Committee is responsible for determining the policy for Directors’ remuneration and setting remuneration for the Company’s chair, executive Directors and senior management including share option schemes and any bonus arrangements. The Remuneration Committee also acts as a Nomination Committee as needed. No director plays any role in determining his or her own remuneration. The Remuneration Committee comprises two non-executive Directors with suitable knowledge and experience.
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company maintains a regular dialogue with stakeholders including shareholders to enable interested parties to make informed decisions about the Company and its performance. Regular communication enables the Board to receive shareholders’ views by various means as set out in Principle 2 above.
The Company regularly releases appropriate price sensitive and other regulatory information regarding its activities and progress to the market. Corporate Governance Report
The Board discloses the result of general meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. In order to improve transparency, the Board has committed to announcing proxy voting results in future and disclosing them on the Company’s website. In the event that a significant portion of voters have voted against a resolution, an explanation of what actions it intends to take to understand the reasons behind the vote will be included.
The information on this page was last updated on 9 June 2025
