Leading with Purpose

We believe in a world enriched by people-powered digital transformation. Working in collaboration with organisations, we're on a mission to accelerate positive change and build a future where people, places and the planet are supported to thrive.

Led by passionate people, TPXimpact works closely with its clients in agile, multidisciplinary teams; challenging assumptions, testing new approaches and building confidence and capabilities. Combining our rich heritage with expertise in human-centred design, data, experience and technology, we work to create sustainable solutions with the flexibility to learn, evolve and change.

Our three-year strategy is clearly articulated (see page 3 of the 2024 Annual Report) and we carefully track our progress against these objectives in both financial and non-financial respects. The simplification of the Group into three business units (effective from 1 April 2024), each with its own distinct operating model, allows us to implement strategic decisions efficiently and effectively, for the benefit of all our stakeholders.

The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with over 90% of its client base representing public services.

Key Strengths

The Directors believe that the business’s key strengths include:

•  Significant market opportunity – Tech Market View estimates the UK Software and IT Services (SITS) market will be worth an estimated £77.9bn in 2025, with a CAGR of 6.6%. The public sector (comprising over 90% of the group’s revenue) is worth an estimated £17.4bn (2025) of this total*.

•  Rich heritage in digital transformation – Combining a rich heritage and expertise in human-centred design, data, experience and technology, we bring over 16 years of experience across the public, private and third sectors, creating sustainable solutions with the flexibility to learn, evolve and change.

•  People-Powered – We have a huge range of capabilities which allow us to support organisations of all kinds to adopt new ways of working, new approaches and new skills to make transformation happen. But this alone doesn’t tell people how we’re any different from the other companies offering similar services. What is different about us is our personality, our passion and our ways of working. At the heart of TPXimpact, we’re a group of collaborative and empathetic people who care deeply about the work we do and the impact we have in the world.

•  “People-powered” reflects:
    –       our passionate people at TPXimpact
    –       the clients who go on a journey with us to create better outcomes
    –       the end-users, the people at the heart of the solutions

•  Focused growth strategy – We’re on a mission to build a future where people, places and the planet are supported to thrive. Our ambitious three-year plan (see page 3 in the 2024 Annual Report) outlines how we will deliver our mission and make it a reality.

•  Experienced management and Board with a proven track record – TPXimpact is managed by highly experienced executive and non-executive directors who combine strong sector, public company and international M&A expertise with a track record of building and growing exciting service companies.

*Tech Market View, UK Software & IT Services Market Trends & Forecasts 2024, July 2024

TPX proactively engages with its shareholders and potential shareholders alike. This is through a series of mechanisms:

• Statutory announcements – as a company listed on the London Stock Exchange’s (LSE) AIM, TPXimpact ensures that all formal announcements are made through the LSE’s regulatory news service (RNS). Our investors can access a feed of these announcements on our website’s investor area. TPXimpact reports formally to shareholders by publishing annual and half-yearly financial statement and regular trading updates.
• Analyst and investor presentations – TPXimpact’s Executive Directors present the half-yearly and annual results to institutional investors, analysts, and the media. These presentations are available on the investor section of our website.
• Annual general meeting (AGM) – Notification of the AGM’s date is sent to shareholders at least 21 working days in advance of the meeting. Details are set out in the Notice of Meeting. The Directors are available at the AGM to answer questions, both during the meeting and informally afterwards. All relevant information can be found on the Investor announcements section of our website.
• News releases – along with the statutory announcements, TPXimpact regularly presents business news and updates to shareholders through RNS Reach.
• Interactive sessions – TPXimpact’s Executive Directors arrange regular face-to-face sessions twice a year with any interested shareholders or potential shareholders. They are also available for updates at any point in the year. Shareholders can find contact details on our website.
• Investor-focused website – we maintain a full section on our website dedicated to investors. This section includes real-time RNS announcements, the latest Investor Documents, presentations, and reports, share information and share dealing interactive feeds, this corporate governance statement, and a complete list of investor-related contacts.
• LSE profile – TPXimpact maintains a profile on the London Stock Exchange Issuer services website.
• Investor email – TPXimpact also manages an investor email account for any direct queries that shareholders may have - investors@tpximpact.com.

At TPXimpact, we value our relationship with major shareholders and maintain regular contact with them. The Executive Directors are responsible for ensuring that the views of major shareholders are effectively communicated to the Board. Additionally, the Chair is available to discuss governance and other matters with major shareholders. During Board meetings, the latest brokers’ reports and a summary of any shareholder meetings are presented to the Board. This helps the Chair and Board to stay informed about major shareholders’ opinions on governance and strategy, as well as any concerns or issues they may have.

As a potential shareholder or an existing shareholder looking to learn more about TPXimpact, we invite you to contact us through our investor email address, investors@tpximpact.com. We would be pleased to put you in touch with one of our Executive Directors who can provide you with further information about our company and answer any questions you may have.

Please see further details in the ESG Section of our Annual Report (pages 22 to 32). The Board is committed to a balanced focus between commercial success and acting responsibly for the benefit of People, Places and the Planet. This strategy is enshrined in the Company’s Articles of Association as an accountability to all our stakeholders, including our clients and employees.

Risk management activity is overseen by the Chief Executive Officer, Chief Financial Officer and Operational Board, with the support of the Executive Management Team.

Our framework enables us to remain vigilant to all known and emerging risks and opportunities. Effective risk management supports informed decision making; enables us to minimise impact from unforeseen internal or external events; and allows us to fully exploit emerging opportunities. Our objectives for risk management are to:

• Identify, measure, control and report on the business risk that may undermine the achievement of objectives, both strategically and operationally, through appropriate analysis and assessment criteria.
• Effectively allocate effort and resources for the management of key and emerging risks.
• Build an accurate picture at the highest level of the key risks facing our business, and use this information to drive business improvements in a considered and coordinated way.
• Support and develop our reputation as a well-governed and trusted organisation.
• Minimise costs and drive efficiencies in a way that mitigates pervasive risk in the business.
• Identify weaknesses in, and opportunities to improve, our business processes.
  
  

Risk registers

At the operational level, a risk register is maintained within every business unit. Risks are reviewed monthly by the management team of each business unit and managed appropriately.

At a Group level, there is a single, aggregated risk register for the business’s key risks, which records the most significant risks facing the business as a whole and the associated steps being taken to reduce and mitigate those risks.

Our framework provides a clear process for all staff to escalate issues through the appropriate risk channels (including a whistle-blowing channel) to ensure that high- impact and pervasive risks are flagged promptly to the relevant levels of management within the organisation.

Risk appetite

The Board determines the amount and type of risk that TPXimpact is willing to take on in pursuit of its strategic objectives. The Board’s appetite for risk is influenced by various key factors including (but not limited to) the overall economic, regulatory and operational landscape in which we operate.

The Executive Management Team advises the Board of these key influences which enables the Board to adjust the amount of risk that TPXimpact takes on. Risk tolerance may, by business choice, differ in different parts of the company.

Review and assurance

Risk registers are updated on a monthly basis by the business units and key risks are reviewed by the Group CEO and CFO as part of the monthly board meetings with the businesses. A full review is undertaken at a Group level every six months and the highest-rated risks are then presented to the Audit, Risk & AIM Rules Compliance Committee and the Board. Further details can be found in our Risk Section of the Annual Report on pages 22 to 32, 36 to 39 and 52 to 59. 

The PLC Board (“the Board”) is responsible for the Company’s corporate governance systems and processes that support good decision-making.

The Non-Executive Directors, Mark Smith (Chair), Isabel Kelly, Rachel Neaman (Senior Independent Director) and Chris Sweetland are considered independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement.

Rachel Neaman was appointed Senior Independent Director in December 2023. Rachel already serves as a Non-executive Director of TPXimpact and brings a wealth of experience of the UK charity and public sectors. As Senior Independent Director, Rachel’s counsel helps to ensure the Board and Management deliver against the balanced needs and expectations of our stakeholders.

Neal Gandhi, the former CEO of TPXimpact and now a Non- Executive Director, is not considered an independent director due to his significant shareholding in the company, currently owning 6.6% of the Company. While Mr. Gandhi has stepped down from his executive role, his substantial ownership interest could potentially influence his decisions and actions as a board member on certain board matters. As a result, the Board has determined that he does not meet the criteria for independence set out in the QCA guidelines.

However, the Board still complies with the QCA requirement for a board to contain at least two independent Non- Executive directors and for the Board to be at least 50% independent. The current Board consists of seven members, including four independent non-executive directors, who have all been assessed by the Chairman as meeting the QCA’s independence criteria.

The four independent non-executive directors bring a range of relevant skills and experience to the Board, providing an objective and unbiased perspective on matters discussed at board meetings. The Board is confident that it has the necessary balance of skills, experience, and independence to oversee the company's strategy and performance effectively.

In summary, while Mr. Gandhi's significant shareholding precludes him from being classified as an independent director, the Board has taken steps to ensure compliance with the QCA guidelines and maintain the necessary independence to make objective and unbiased decisions. Mr. Gandhi's deep knowledge of the business remains a major source of value for the Board and Company as a whole.

Mark Smith, Chris Sweetland, Isabel Kelly and Rachel Neaman own shares in TPXimpact and three independent
Non-Executive Directors hold options, however, this is not considered to alter their independent status.

Each Board meeting commences with a standing agenda item that requires Board members to disclose any conflicts of interest. This process is documented in the minutes and, where conflicts are identified, a mitigation is agreed, such as excusing conflicted parties from discussion of the relevant agenda item.

Directors’ commitment to TPXimpact

The Directors acknowledge the importance of the principles set out in the QCA Code.

Our Non-executive Directors have committed in their letters of appointment to attend all reasonable board and committee meetings in addition to being reasonably available at other times for TPXimpact business. The Executive Directors have entered into employment contracts which require them to attend all board meetings. The CEO is invited to attend all meetings of the Remuneration Committee and certain meetings of the Audit, Risk & AIM Rules Compliance Committee, whilst the Group CFO is invited to attend all meetings of the Remuneration Committee, the Audit, Risk & AIM Rules Compliance Committee and the ESG Committee, the last of which he is also a member.

The Non-Executive Directors meet at least once a year without the Executive Directors present. One third of all Directors submit themselves for re-election each year at the Annual General Meeting (“AGM”) of the Company.
The Board meets at least four times each year with additional meetings when circumstances and urgent business dictate. At each meeting, the Board reviews a schedule of reserved matters including trading performance, financial strength, strategy (including investment and acquisition opportunities), reports to shareholders and succession management.

The Directors have established three committees of its Board, namely the Audit, Risk & AIM Rules Compliance Committee, the Remuneration Committee and the Environmental, Social and Governance Committee (ESG Committee).

The Audit, Risk & AIM Rules Compliance Committee is chaired by Chris Sweetland and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on, and reviewing reports from the Company’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit, Risk & AIM Rules Compliance Committee meets at least twice a year. Mark Smith is the other member of the Audit, Risk & AIM Rules Compliance Committee. Steve Winters, CFO, attends Audit, Risk & AIM Rules Compliance Committee meetings by invitation.

The Remuneration Committee is chaired by Rachel Neaman (since 1 April 2024, when she succeeded Isabel Kelly in the role), and reviews the performance of the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year. Mark Smith is the other member of the Remuneration Committee.

The Remuneration Committee also considers Board policy in relation to the remuneration of the Chairman of the Board. Non-Executive Director remuneration is a matter for the Chairman and the executive members of the Board. No Director is involved in any decisions as to their own remuneration or benefits.

The Environmental, Social and Governance Committee (ESG Committee) is chaired by Isabel Kelly, and has the primary responsibility to assist Executive Management in setting the Company’s general strategy with respect to ESG matters and to consider and recommend policies, practices, and disclosures that conform with the strategy.
The ESG Committee meets at least twice a year and currently comprises a number of leaders from within the business, including the CFO, Steve Winters.

The Board members and their relevant experience and skills are detailed on pages 40 to 43 in the Annual Report. The Non-Executive Chairman believes that, as a whole, the Board has a suitable mix of skills and competencies covering all essential disciplines bringing a balanced perspective that is beneficial both strategically and operationally and is well-placed to enable the Company to deliver its strategy.

The Board is composed of seven members, including two executive directors and five Non-Executive directors. With the exception of Neal Gandhi, who is considered a Non- Independent director due to his previous role as CEO and significant ownership stake, all other non-executive directors are independent.

The Board meets the QCA requirement for a board to have at least two independent non-executive directors and be at least 50% independent. This is because there are four independent non-executive directors, which is more than the required minimum of two. The nature of the Company’s business requires the Directors to keep their skillset up to date. Updates to the Board on regulatory matters are given by Company’s professional advisers as and when appropriate.

In addition to the support provided by the Company’s retained professional advisers (Nominated Adviser, lawyers and auditors), external consultants have been engaged to advise on a number of matters including the structure and quantum of incentives. External advisers attend Board meetings or committee meetings as and when invited by the Chairman to report and/or discuss specific matters relevant to the Company.

Board performance effectiveness process

The Chairman is responsible for the regular evaluation of the Board’s performance and that of its committees and individual Directors.

The Board conducted a review of its effectiveness in June 2023, with the assistance of an independent third party. The review concluded the Board was effective. The Board seeks continuous improvement in its performance, which includes positive engagement with the leadership of the business units and mentoring a number of employees on a one-to- one basis.

Succession planning and Board appointments

The remit of the Remuneration Committee includes the consideration of the appointment of new senior executive and non-executive directors, although the Board as a whole takes responsibility for succession planning. Board members all have appropriate notice periods so that if a Board member indicates his/her intention to step down, there would be sufficient time to appoint a replacement, whether internal or external.

The Company’s Articles of Association require that one-third of the Directors must stand for re-election by shareholders annually in rotation and that any new Directors appointed by the Board during the relevant year must stand for election at the annual general meeting immediately following their appointment. The normal maximum term for Directors will be nine years. Any Directors who are not employed by the Company or holding executive office who have served on the Board for at least nine years will be subject to annual re-election.

Board appointments are made after consultation with advisers including the Nominated Adviser who undertakes due diligence on all new potential Board candidates.

Our values are at the core of TPXimpact as they guide our behaviours and decision-making. Developing these values involved an extensive process of consultation, including consideration of feedback from Pulse surveys, team members, leadership and clients.

Through this process, we established our values framework known as PACT; Purpose, Accountability, Craft and Togetherness.

Purpose

The beating heart of our organisation—the impact we make on people, places, and the planet. Purpose is our driving force and at the core of our organisation.

Accountability

As we apply flexibility, pace and growth through our self- organisation, we are accountable to all of our stakeholders.

Craft

Craft highlights our dedication to bringing precision, problem-solving, and creativity to our work, both with our clients and internally.

Togetherness

Togetherness is ‘how’ we work - it captures the energy, fun, and user-centred approach that we embrace. It signifies the collaborative spirit we bring to our work, including people at every level and creating a sense of belonging to our teams.

By integrating our PACT values into everything we do, including performance narratives, policy updates, and procedures, we aim to infuse TPXimpact with a distinctive vision and set of values that shapes our behaviour, decision- making, and overall approach as an organisation.

The CEO, acting on behalf of the Board, holds ultimate responsibility for overseeing the day-to-day operations of the Company. The Board is accountable for monitoring performance in relation to the business’s goals and objectives. Detailed information about the specific responsibilities, contributions, and skills of individual Board members can be found on pages 40 to 43 in the Annual Report.

To ensure effective governance and oversight, the Board has established three standing Committees: the Audit, Risk, & AIM Rules Compliance Committee, the Remuneration Committee, and the Environmental, Social, and Governance Committee (ESG Committee).

These Committees include representatives from both Non- Executive and Executive board positions. This governance structure enables a comprehensive and well-rounded approach to the decision-making process.

The Company maintains a consistent and open dialogue with key stakeholders, including shareholders, to ensure that interested parties can make well-informed decisions regarding the business and its performance. The Group’s CEO and CFO meet regularly with current and potential investors, largely structured around the Group’s preliminary and interim results announcements and regular trading updates.

You can find historical annual reports and notices of general meetings in the Financial Reports section of our Group’s website.

The results of Annual General Meetings are disclosed by the Board and can be accessed in the Regulatory News section of our website.

For more detailed information about the Directors’ engagement with stakeholders, please refer to Section 172 on pages 19 to 21 in the Annual Report.