About the Company

Maestrano offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport sector, employing sophisticated artificial intelligence algorithms

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None

There are no restrictions on the transfer of securities.

168,766,075 ordinary shares of £0.01 each.
Nil ordinary shares held in treasury.

37%

The Company has received disclosure of interest from, or is aware of,  the following holders of more than 3% of the Company’s issued share capital:

The Directors acknowledge the importance of high standards of corporate governance and intend, given the Group’s size and the constitution of the Board, to comply with the principles set out in the QCA Corporate Governance Code published by the Quoted Companies Alliance in April 2018 (the “QCA Code”) and, where it does not comply with any of its recommendations, to explain the reasons therefor.

In the Board’s opinion, the Group currently complies with the ten principles of the QCA Code which, together, are designed to deliver growth, maintain a dynamic management framework and build trust.

As the Group expands, the Board will review its corporate governance framework and will consider adoption of additional principles and practices including from the UK Corporate Governance Code 2018 published by the  Financial Reporting Council (the “UK Corporate Governance Code”).

The Company’s Corporate Governance Statement of Compliance was reviewed on 24 September 2020.

Read more in our Corporate Governance Statement of Compliance with the QCA Corporate Governance Code

The Board comprises of six Directors, three of whom are Executive Directors and three of whom are Non-Executive Directors, including the Chairman, reflecting a blend of different experiences and backgrounds.

The Board considers that John Davis and Jonathan Macleod are independent within the meaning of the UK Corporate Governance Code. The Board believes that the size and composition of the Board is appropriate given the size and stage of development of the Group and that the Directors brings a desirable range of skills and experience in light of the Group’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making.

The Board is responsible for the overall management the Group and, save for those matters reserved for committees of the board, all matters pertaining to the overall management of the Group and the measurement and review of its performance are reserved for the Board. The Board will meet monthly and otherwise on an as required basis, to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals.

The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:

• a monthly management reporting process to enable the Board to monitor the performance of the Company;
• the Board has adopted and reviewed a comprehensive annual budget for the Company. Monthly results will be examined against the budget and deviations will be closely monitored by the Board; and
• the Board is responsible for maintaining and identifying major business risks faced by the Company and for determining the appropriate courses of action to manage those risks.

The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. At this stage of the Company’s development the Board does not consider it appropriate to establish a Nominations Committee and the Board will take decisions regarding the appointment of new directors as a whole, following a thorough assessment of a potential candidate’s skill and suitability for the role. The merits of constituting a separate nominations committee will be kept under review.

The Audit Committee has the primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than two times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include two Non-Executive Directors, Jonathan Macleod (as chairman) and John Davis and one Executive Director, Craig Holden, CFO.

The Remuneration Committee will be responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the Chief Executive Officer, the chairman of the Board (where executive) and such other members of the executive and senior management as it is designated to consider. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. The members of the Remuneration Committee shall include two Non-Executive Directors, John Davis (as chairman) and Jonathan Macleod.

At the current stage of the Group’s development, assessment of the Board’s performance and that of its committees will be undertaken by the Board as a whole, led by the Company’s Chairman. Although the Company has no formal procedure for measuring the effectiveness of the Board, the Board will be carefully reviewing its effectiveness and the need to refresh its membership by reference to financial performance, adherence to budgets and the overall growth of the Group and taking account of the opinions and insights of its auditors, Nominated Adviser, broker, legal and other advisers. The method of assessing Board effectiveness and performance will be reviewed on a continuing basis.

The Company is committed to ensuring that the Group operates according to the highest ethical standards for which the Board has primary responsibility. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people. As the Board currently fulfills the responsibilities that might otherwise be assumed by a Nominations Committee, the Directors have responsibility for ensuring that individuals employed by the Group demonstrate the highest levels of integrity. In addition, the Group has a formal Bribery and anti-corruption policy and a Share Dealing Policy.

The Group has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Group and persons associated with the Group (such as consultants, contractors or agency staff), requiring them to observe and uphold a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Group to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Group’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

The Company has adopted a share dealing policy regulating trading and confidentiality of inside information for persons discharging managerial responsibility (“PDMRs”) and persons closely associated with them which contains provisions appropriate for a company whose shares are admitted to trading on AIM. The Company takes all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of that share dealing policy.

The Company will communicate with Shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, will be available on the Company’s website along with interim and annual accounts, shareholder notifications and other corporate governance material for at least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.

Shareholders will have the opportunity to meet Board members at general meetings and there may be other opportunities such as investor meetings and presentations and webcasts at which shareholders and stakeholders will be able to ask questions of management.

The primary responsibility for communication with shareholders lies with the Chairman who may be contacted via the following email address: investors@abovedigital.agency

The Board believes that other than shareholders, the Group’s key stakeholders are the Group’s staff and customers. Given the size of the Group, all matters relating to customers and key employees are dealt with at Board level.