Corporate Governance
The Company and Group is committed to high standards of corporate governance and the Board aims to ensure that the Company has adopted policies and procedures that the Directors consider appropriate with regard to the Company’s size.
In order to fulfil the requirements under AIM Rule 26 the Company has adopted the recommendations of the Quoted Companies Alliance Corporate Governance Code 2023 (the ‘QCA Code’), to the extent that the Board believes is proportional to the size, risks, complexity and operations of the business.
This statement explains the Directors’ approach to addressing the key principles of the QCA Code during the year ended 30 June 2025.
Last reviewed: 11th November 2026
Establish a strategy and business model which promotes long-term value for shareholders
The Parkmead Group is a UK and Netherlands focused independent energy group listed on the AIM Market of the London Stock Exchange (AIM: PMG). The Group produces gas from a portfolio of fields across the Netherlands. The Group also benefits from a portfolio of renewable energy assets including an operational wind farm and various other alternative energy opportunities.
The Company and Group’s strategy is to build an independent energy group of considerable scale, with assets in proven areas, through innovative commercial transactions in order to maximise shareholder value. Parkmead has made substantial progress to date in line with this strategy, completing a number of acquisitions at both asset and corporate level.
The Group’s risks and risk mitigation strategy are explained in detail within the Strategic Report section in the Annual Report each financial year, available on the Parkmead website.
Promote a corporate culture that is based on ethical values and behaviours
The Board believes that a corporate culture based on sound values and behaviours is helpful to maximise shareholder value. The Company maintains and reviews guidance on what is expected of every employee of the company.
Seek to understand and meet shareholder needs and expectations
The Company and Group communicates with current and potential shareholders through the Annual Report and financial statements, the Interim Statement and any regulatory news updates. Directors are available at the Annual General Meeting where shareholders can ask questions or present their views. Where voting decisions are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues. In accordance with the AIM rules, specifically Rule 26, the Company has disclosed fully all relevant information so as to ensure that it is fully compliant.
The Company maintains a website (www.parkmeadgroup.com) where the Annual Report and financial statements can be accessed. The following information is also located on the website:
All queries raised by shareholders are dealt with by an appropriate senior member of the team, depending on the nature of the enquiry.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company and Group recognises that good relations with a range of different stakeholder groups is important for long-term success. These stakeholder groups include internal stakeholders, such as employees and external stakeholders, such as Government regulators and shareholders. The Company dedicates time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback.
The Company and Group has a formal Health, Safety and Environmental Policy which requires all operations within the Group to pursue economic development whilst protecting the environment. The Directors aim not to damage the environment of the areas in which the Group operates, to meet all relevant regulatory and legislative requirements and to apply responsible standards of its own where relevant laws and regulations do not exist.
It is the policy of the Group to consider the health and welfare of employees by maintaining a safe place and system of work as required by legislation in each of the countries where the Group operates.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Group’s risks and risk mitigation strategy are explained in detail within the Strategic Report section in the Annual Report each financial year, available on the Parkmead website.
The Board considers risks relating to the business at every Board meeting (at least four meetings a year). The Company formally reviews and documents the principal risks relating to the business at least annually.
The Board are responsible for reviewing and evaluating risk and the Executive Directors meet regularly to review ongoing trading performance, discuss budgets and forecasts and risks relating to the business. The Board’s risk management policy and internal controls are considered appropriate for a Company of its size and business activities.
Maintain the Board as a well-functioning, balanced team led by the chair
The Board, which is set up to control the Company and Group, meets formally at least four times a year and in the year under review met on six occasions with all members present.
As at the year end the Board was composed of two Executive and two Non-Executive Directors. The Board considers its composition appropriate given the size of the company, its revenues and profitability. The Non-Executive Directors are considered by the Board to be independent in character and judgement, notwithstanding the fact that they have shares in the Company, taking into account their detailed experience and long standing knowledge of the energy sector and personal contribution through the exercise of their skills and experience.
Each Board member receives the latest financial and management information, which consists of:
The Board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the day-to-day management of the business.
All appointments to the Board are discussed at a full board meeting and each member is given the opportunity to meet the individual concerned prior to an appointment being made.
All Directors are subject to re-appointment every three years in accordance with the Company’s Articles of Association. Any Director appointed by the Board during the year must stand for re-appointment at the next Annual General Meeting.
The Board has two committees; the Audit Committee and the Remuneration Committee. Further details on these committees are provided in the following principle “Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board”.
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Biographical details of all the current Directors can be found on page 11. These demonstrate a range of experience and sufficient calibre to bring independent judgement on the issues of strategy, performance, resources and standards of conduct, which are vital to the continuing success of the Group.
All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, the Company Secretary will ensure that the Directors receive appropriate training as necessary. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board currently comprises two Executive and two Non-Executive Directors. The Board considers its composition appropriate given the size of the Company, its revenues and profitability.
The key Board roles are the Executive Chairman and the Non-Executive Directors.
Executive Chairman: Responsible for the delivery of the business model within the strategy set by the Board. Works with the other Executive Director and two Non-Executive Directors in a transparent way. Keeps the Board up-to-date with operational performance, risks and other issues to ensure that the Company remains aligned with the Group’s strategy.
Non-Executive Directors: The primary responsibility of the Non-Executive Directors is to ensure that the strategies proposed by the Executive Directors are fully considered. The Non-Executive Directors are also responsible for making sure that the board agenda concentrates on the key issues, both operational and financial, with regular reviews of the company’s strategy and its overall implementation.
The Board has two committees; the Audit Committee and the Remuneration Committee.
Audit Committee
The Audit Committee met once during the year and consists of R J D Finlay, the Committee Chairman, C J MacLaren and T P Cross. All members were in attendance.
During the year the Audit Committee completed their duties set out below including planning of the audit, reviewing the draft financial statements, reviewing results of the audit, independence of auditors and changes in accounting standards in the year.
The duties of the Audit Committee include:
The Chairman of the Audit Committee has relevant commercial and financial experience.
The Audit Committee advises the Board on the appointment, re-appointment or removal of the external Auditors and on their remuneration. The Audit Committee discusses the nature and scope of the audit with the external Auditors and provides a forum for reporting by the Group’s external Auditors on any matters it considers appropriate.
The Audit Committee considers the Auditors independent. It is the task of the Audit Committee to ensure that auditor objectivity and independence is safeguarded when non-audit services are provided by the Auditors. To ensure auditor objectivity and independence there is a process in place to approve any non-audit work at each Audit Committee meeting.
Remuneration Committee
The Remuneration Committee meets at least once a year and consists of C J MacLaren, the Committee Chairman, R J D Finlay and T P Cross. In the year ended 30 June 2025 the Remuneration Committee met once, with all members present.
During the year the Remuneration Committee completed their review of pay and rewards for the Executive Directors including making recommendations in respect of awards of option under the Unapproved Employee Share Option Scheme.
The Remuneration Committee is responsible for reviewing the level and make-up of the remuneration of Executive Directors. In doing so the Committee’s aims are:
The remuneration of the Non-Executive Directors is determined by the Board within the limits set out in the Articles of Association.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
In an effort to strive for continual improvement in the effectiveness of the Board, its committees and the individual Board members, the Company and Group operates an informal evaluation process throughout the year.
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Company and Group has maintained a Remuneration Committee throughout the year to ensure suitable remuneration policies are in place. The objectives and core principles of the remuneration policy are to ensure:
Communicate how the Company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders
The Company communicates with current and potential shareholders through the Annual Report and financial statements, the Interim Statement as well as any regulatory news and trading updates. Directors are available at the Annual General Meeting where shareholders can ask questions and present their views. The outcome of resolutions put to the Annual General Meeting are published and available on the Company’s website.
The Parkmead Group Plc.
Tel. 01224 622 200