Investor Relations

Corporate Governance

The Company adopted formally the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (the “Code”) on 17th August 2018. Hardide complies with the 2018 QCA Code and is reviewing the revisions to the Code made in 2023 with the objective of maintaining compliance.

Hardide’s full Corporate Governance Statement the (‘Statement’) is published on this website. Below are the key points from that Statement that the QCA guidelines require to be set out separately on the Company’s website. The Statement has more detail on each principle and the linkages between them, as well as setting out more of the reasoning for the Company’s governance rules.

The Board has considered how each principle is applied and provides below an explanation of the approach taken in relation to each and how they support the Company’s medium to long-term success.

Compliance with the 2018 Code was last reviewed in January 2025 and adopted the revised Code in FY25.

Compliance with 2023 QCA Code of Corporate Governance

Principle 1: Establish a purpose, strategy and business model which promises long term value for shareholders

Hardide’s over-riding purpose is to:

“To engineer innovative surface treatments that optimise durability, efficiency and sustainability, transforming performance in the most demanding environments”

Hardide’s strategy for value creation is set out in the diagram on page 6 of this Annual Report and its Business Model on page 7, further described in the Strategic Report. Within the overall strategy a clear short to medium term target of at least doubling sales revenues from 2024 levels has been established, which in itself is intended to generate significant earnings growth and value for shareholders.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

Hardide has always approached and conducted business based on sound ethical foundations. It is evolving its culture and values from those more typically of an early stage engineering-led business to ones that are more entrepreneurial, commercial and growth oriented in approach. The cultural values we aspire to can be summarised by the following “Hardide” acronym:

High Standards
Ambition
Resilience
Drive
Innovation
Dedication
Excellence

Principle 3: Seek to understand and meet shareholder needs and expectations

The Hardide’s CEO and Finance Director, together with the Chair as appropriate, meet with shareholders at least twice a year, typically after the release of annual and interim results and also ad-hoc as requested on other occasions. The Chair is available to meet shareholders independently from management as requested, and the Senior Independent Director is also available to shareholders should matters arise that it is not appropriate to discuss with the Executive Directors or the Chair. Shareholders also have the opportunity to meet the whole Board at the AGM and ask questions. Together, these meetings help the Board to keep abreast of evolving shareholders’ priorities, needs and expectations and help us to understand the extent to which these are being met, together with any proposals for change and improvement.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term success

The Board defines wider stakeholders (other than shareholders) in this context as: employees; customers; suppliers; lenders and lessees, including the landlords of our two operational sites; and the local communities where Hardide has operations.

The Chief Executive, Technical Director and Finance Director between them meet representatives of all these stakeholder groups during the year as needed. In addition, the Group Chair meets, presents to and takes questions from the whole workforce from time to time and maintains regular contact with the Human Resources Manager to keep abreast of employees’ feedback and any emerging issues or concerns.

Since Hardide’s processes are unique in many respects, new staff are most unlikely to have knowledge of the processes and so require lengthy training. Therefore, the Group attaches great importance to the wellbeing and retention of its staff. All employees have health plan benefits and undergo regular health checks as appropriate to their work activity.

Both the UK and US sites are accredited to aerospace Quality Management System AS9100 RevD, and ISO9001:2015. The UK site is also accredited to the international Environmental Management standard ISO 14001:2015 and to Nadcap Gold Merit Status (National Aerospace Defence Contractors Accreditation Program).

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

Management carries out a full business risk review exercise at least on an annual basis and presents to the Board for discussion and further input. Risks reviews are also carried out at a more detailed level as a matter of routine for other purposes such as for health & safety, new contracts, capital projects etc. Typically, the broader business risk review exercise is conducted alongside the annual strategy review as key risks can often relate to the effective development, management and execution of key strategic initiatives and opportunities. A summary of the output from the business risk reviews is set out on the Key Risks section of this Annual Report.

Principle 6: Establish and maintain the Board as a well-functioning and balanced team, led by the Chair

We believe Hardide has a well-balanced Board in terms of its range of experience, expertise, and styles of approach. This is evidenced by the section relating to the Board and Board processes below headed “Range of skills and experience”. Provided that candidates for Board positions are able to demonstrate sufficient relevant experience to be effective in their role, we acknowledge that ideally there would be greater diversity of gender, age and ethnicity on the Board. Therefore, we are cognisant of the opportunity we have to improve Board diversity as Hardide grows and continues to evolve.

Principle 7: Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up to date experience, skills and capabilities

The composition and skill sets of the Board are set out below and are reviewed annually with consideration given as to whether different and / or additional skill sets should be introduced, prioritised or be matters for further training and focus. Directors are given updates on topics of common interest to the Board, for example annual updates on governance matters for AIM listed companies, and on specialist areas such as technology (including AI and cyber security). Individual Board members also conduct their own training in accordance with their own particular interests and continuing professional development requirements of the various professional bodies they are each members of.

Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

In Hardide this is done formally on an annual basis. Further detail is provided in the sections on Board Performance Review and Board Priorities within the Corporate Governance Report.

Principle 9: Establish a remuneration policy which is supportive of long term value creation and the company’s purpose, strategy and culture

Hardie has established a formal Remuneration Policy for the first time this year, and this forms part of the Remuneration Committee report within this Annual Report. This Remuneration Policy will be put to a shareholder advisory vote at the forthcoming AGM in March 2026.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

As set out above, the CEO, Finance Director and Chair meet regularly with various shareholder and other stakeholder groups as appropriate. Information on Hardie is also disseminated regularly via the Group’s website, www.hardide.com, and via the Regulatory News Service (RNS) of the UK Stock Exchange.