Governance & Risk

Eight members, six of them independent — only the CEO and one representative of the founder pool are not. Skills span industry, enterprise software, cyber security and audit; three members have held executive roles at listed technology companies.

Created in 2021, it reviews product-architecture decisions, the AI roadmap, cyber-security incidents and penetration tests every quarter, and reports to the full board. It also oversaw the technical review ahead of the Kestrel acquisition. Two of its three members have run software-engineering organisations.

The variable share is tied 45% to three-year total shareholder return, 35% to annual operating targets, and 20% to a strategic and ESG scorecard published in the compensation report. There is no discretionary component, and the scorecard’s ESG targets are assured together with the sustainability indicators.

A single group risk register, reviewed quarterly by the audit committee, with a named owner for every material risk. In 2025 attention centred on semiconductor dependency, the security of connected products and the Kestrel integration risks — the last of these closed in October with the completion of the integration.