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Chair's introduction

As Chair, I have overall responsibility for implementing corporate governance within Mercia Technologies PLC ("Mercia", the "Company" or the "Group"). Working with the Company Secretary, I am responsible for our corporate governance statements. The Board is collectively responsible for setting the tone and culture of the Company and promoting good corporate governance.

Mercia has been a member of the Quoted Company Alliance (QCA) since 2015 to further its understanding of, and adherence to, good corporate governance practice. For Mercia, good corporate governance is about ensuring that the Group is aligned with its shareholders’ objectives and that the execution of the strategy adopted will create long-term incremental shareholder value.

Mercia’s Board has now adopted the QCA’s Corporate Governance Code (the “Code”) in line with the London Stock Exchange’s recent changes to AIM Rule 26, requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. This statement sets out in broad terms how Mercia complies at this point in time. We will provide updates on our compliance with the Code in our future Annual Reports.

From the date of our Admission to trading on AIM in December 2014, we have made robust corporate governance part of our culture and business values. Set out below is a detailed summary of how the Code is being applied by the Company and where the Company departs from the current recommendations set by the Code. Mercia’s governance framework is not static and will continue to evolve over time.

Our primary means of communicating our corporate governance structure is through our Annual Report and our website disclosures. When on occasions specific questions are raised by private individual shareholders and/or institutional investors on such matters, we engage directly with those shareholders, generally through either the Chief Executive Officer or the Chief Financial Officer. I and our Senior Independent Director also meet from time to time with our leading institutional investors to maintain an open dialogue in respect of progress against Mercia’s business objectives and any other matters which our shareholders wish to raise. I set out below how the Board is led, matters specifically reserved for it, our risk framework and governance structures. Mercia’s Directors, both Executive and Non-executive, believe in robust corporate governance, and we concur with the principles of the Code, in that it is key to the long-term success of the Company - by helping, inter alia, to improve performance and mitigate risk.

A few words about our corporate culture. We communicate our corporate culture through regular staff communications, an induction program for all new joiners and, most important of all, through the way the Executive Directors conduct themselves. We promote openness and respectfulness in all our dealings. Our relatively flat management structure and internal communication channels enable us to monitor that ethical values are being respected and that the state of our corporate culture remains strong – both from an internal and external perspective. Our purpose and core values are set out below; these are communicated regularly to all staff and form part of our performance management framework. Furthermore, all employees are encouraged to contribute to our decision-making processes and are provided with information on the financial and economic factors affecting the Group’s performance through regular team meetings, updates from the Chief Executive Officer and via our open and inclusive culture. Given the Group’s significant growth since IPO, Mercia’s human resource management now encompasses recruitment, retention, communication, training and performance management; all important areas of focus where our staff are our most important asset. Mercia actively encourages open dialogue between all staff and we hold regular face to face gatherings, both formal and informal, to elicit feedback and gauge how our values are being maintained throughout the business.

Finally, from an external perspective Mercia seeks to operate as a socially responsible employer and has adopted standards and policies which promote corporate values designed to help and guide employees in their conduct and business relationships. The Group seeks to comply with all laws, regulations and rules applicable to its business and to conduct that business in line with applicable established best practice. The Group takes a zero tolerance approach to bribery and corruption and has enacted procedures to prevent bribery. All employees within Mercia who are involved with the regulated business of managing investment transactions receive compliance and anti-money laundering training, with periodic refresher updates.

In summary, in all its activities, the Group aims to be commercial and fair, to display integrity and professionalism and to have due regard for the interests of all of its investors, employees, suppliers, local communities and the businesses in which the Group invests.

Susan Searle
Non-executive Chair

The QCA's ten principles of corporate governance

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